Contract review questions
How much does a contract review cost?
I quote a flat fee after seeing the agreement and the work you need. The fee depends on the documents, complexity and scope. We agree on the fee before work begins. The initial 30-minute consultation is free; the review is paid work. See how flat-fee contract review pricing works.
Do I need a lawyer to review a contract?
A review is useful when the agreement commits your business to payments, ongoing work, a personal guarantee or obligations you cannot easily unwind. I explain the terms, flag missing protections and recommend changes before you sign. You can book a free 30-minute consultation to discuss the agreement.
From your draft to a clear next step
You don't need to know which clauses are the problem before you get in touch. Send Jonathan the contract and explain what you need it to do. If there isn't a draft yet, start with the deal terms.
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01
Send the documents
Email the PDF or Word file, schedules, your signing deadline, and the questions that matter to you. For drafting, send the terms agreed so far.
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02
Get a flat quote
Jonathan confirms the scope, deliverables, fee, and timeline. You decide whether to proceed before work begins.
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03
Receive the markup or draft
Get proposed changes and an explanation of the risks, or a new agreement built around your instructions.
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Add negotiation if needed
Use the changes yourself or ask Jonathan to deal with the other side. Any additional scope and fee are agreed first.
Typical turnaround: 2–4 business days for review; 3–5 business days for a standard draft, once the engagement is confirmed and the documents and instructions are complete. Jonathan confirms timing with the quote. Complex agreements and negotiations can take longer.
What you get with a contract review
A useful review tells you what the agreement means for your business, what needs changing, and which risks you would be accepting if you sign it as written.
- A detailed markup with proposed revisions to the draft you've received.
- Plain-language explanations of the recommended changes and why they matter.
- A risk assessment of the terms that remain, so you can make an informed decision.
- Practical negotiation points you can take back to the other side.
The review looks at deliverables, payment, liability caps, indemnities, termination, renewal, assignment, confidentiality, intellectual property, and the law and process governing any disagreement. The focus depends on your agreement and the scope quoted.
Need an agreement drafted?
Tell Jonathan who is involved, what each party will do, how payment works, and what should happen if the arrangement ends. He turns those instructions into a contract you can put in front of the other side.
You can start from deal notes, a partly finished draft, or an existing agreement that needs an amendment. The quote identifies what is being drafted and the revision work included. If the other side asks for more, you can agree the next step before incurring additional fees.
Agreements Jonathan reviews and drafts
- Service agreements, MSAs, and consulting contracts: scope, deliverables, payment, renewals, and change orders.
- NDAs and confidentiality agreements: what is confidential, permitted use, and obligations when the relationship ends.
- Independent contractor agreements: work expectations, compensation, confidentiality, and ownership of the work.
- Partnership and shareholder agreements: contributions, decisions, transfers, and exits, including targeted amendments to existing terms.
- Commercial leases and add-ons: review of lease terms, renewals, assignments, and amendments.
- Supply, distribution, and licensing agreements: commercial obligations, intellectual property, and allocation of risk.
- Business purchase and franchise agreements: review of the proposed deal and its supporting documents.
- Loan agreements, promissory notes, and guarantees: repayment terms, security, and personal obligations.
- Employment contracts and restrictive clauses: review of proposed obligations, including non-compete and non-solicitation terms.
- Website terms, schedules, and commercial amendments: document a new arrangement or update the one already in place.
Send the actual document or describe what you need. Jonathan can quote a focused review, a new draft, or changes to an existing agreement based on the work involved.
Start with the agreement.
Send the draft or deal notes. Get the scope and flat fee before work begins.
What I've learned drafting contracts — and fighting over them
None of this comes from a textbook. It's the handful of patterns that
show up again and again, on both sides of the table, after years of
drafting agreements in Toronto and litigating the ones that fell apart.
01
The deals that blow up are the ones nobody wrote down
I've lost count of how often the ugliest disputes I see are between people who trusted each other too much to put anything in writing — business partners, family, two friends who didn't want to make it weird. A verbal agreement can be binding in Ontario, but binding and provable aren't the same thing. With nothing on paper, you're asking a judge to choose between two honest people who remember the same conversation differently. The handshake feels like trust. In practice it just moves the argument to a courtroom two years later, once the relationship is already gone and the money at stake is bigger.
02
The contract said one thing; everyone acted like it said another
The pattern is almost always the same: two parties sign a clean agreement, then spend the next year doing things differently — a payment accepted late every month, a deadline quietly extended over email, a clause nobody bothered to enforce. Then something breaks, and one side wants to hold the other to the letter of a contract neither had been following. Ontario law won't always allow it: after months of accepting late payment, a court can find you waived the right to suddenly demand it on time without notice. If you're going to run the deal differently than the paper says, change the paper — or at least keep the emails showing both sides agreed.
03
The clauses nobody reads are the ones that decide who's ruined
People will argue over price and delivery dates for an hour, then sign the limitation-of-liability and indemnity clauses without reading a word. Those are exactly the clauses that decide who absorbs the loss when a project goes sideways — and they're usually buried in the boring middle of the agreement, where attention has already drifted. I've watched a fair-looking deal turn one-sided entirely because of an indemnity nobody questioned. The exciting parts of a contract are rarely the dangerous parts. The real money lives in the dull clauses that quietly put you on the hook for someone else's mistake.
04
"Our standard agreement" is a negotiating position, not a fact
Nine times out of ten, when someone hands you "our standard agreement," they say it like it's the weather — fixed, neutral, not up for discussion. It isn't. The party who writes the draft writes it to protect themselves, and "standard" usually just means "standard for them." This comes up constantly with commercial leases and vendor contracts, where the version you're handed is an opening position dressed up as a final one. Almost everything is negotiable before you sign, and almost nothing is after. Whatever leverage you have disappears the moment your signature hits the page.
05
Everyone plans the start of a deal; almost no one plans the end
By the time someone calls me about getting out of a deal, the question usually isn't whether they can — it's how much it's going to cost. People plan the beginning of a relationship in detail and the end not at all, so the termination clause ends up an afterthought or missing entirely. That's the clause I care about most. How do you give notice? What happens to deposits and work already done? Can either side walk away for convenience, or only for cause? Get that right and a bad fit ends with a letter. Get it wrong and it ends in a contract dispute you never budgeted for.
Why Toronto businesses choose Jonathan Kleiman
15+
Years experience
Business and contract law across Toronto since 2010.
1,000+
Business, contract & litigation matters handled
For business owners, entrepreneurs, and individuals.
4.7★
Google rating
Based on 250+ reviews.
FREE
First consultation
30 minutes. No fee, no obligation.
Flat-fee
Pricing
Scope and fee quoted before review or drafting begins.
Direct
Access
Jonathan answers his own phone, email, and text.
Jonathan earned his B.A. (with distinction) at McGill University and
his J.D. at Queen's University. He has been a member of the
Law Society of Ontario since 2010.
Your contract lawyer should be someone you can call when a question
comes up — not someone you have to schedule weeks in advance to
reach. Read client reviews to see why Toronto businesses trust Jonathan with their contracts.