Legal Review Comments Template – Free Word Download
In the complex landscape of project management, the Legal Review Comments document serves as a critical bridge between the project execution team and the legal department. Projects often involve external vendors, intricate service level agreements (SLAs), intellectual property considerations, and strict regulatory requirements. Without a structured format for capturing, analyzing, and resolving legal concerns, a project can face catastrophic risks ranging from financial penalties to voided contracts.
This template is designed not merely as a passive record of objections but as an active management tool. It guides the project manager and legal counsel through a systematic review of contracts, Statements of Work (SOWs), and other binding documents. The goal is to translate “legalese” into actionable project tasks and risk mitigation strategies.
This document serves three primary functions. First, it acts as a centralized repository for all legal feedback so that nothing is lost in email threads. Second, it prioritizes issues based on risk severity, ensuring that “deal-breakers” are addressed before minor formatting preferences. Third, it provides an audit trail of how legal advice was incorporated into the final project agreements.
Instructions for Use:
This template is intended to be used during the procurement, planning, and closure phases of a project, or whenever a contract amendment is required. The project manager should pre-fill the context sections before handing the document to the legal team. The legal team then populates the specific findings. Finally, the project manager and legal counsel meet to agree on the resolution actions.
Section 1: Document Control and Review Metadata
Guidance:
Legal reviews are often iterative. A contract might go through five versions before signature. Therefore, strict version control is vital. This section establishes exactly which version of the legal documents is being reviewed and who is performing the review. It prevents the dangerous situation where a lawyer reviews V1.0 while the project team is already working on V3.0.
1.1 Document History
Use this table to track the evolution of this review document itself.
| Version | Date | Author | Description of Changes | Status |
| 1.0 | [Date] | [Name] | Initial draft for legal submission | Draft |
| 1.1 | [Date] | [Name] | Incorporated feedback from General Counsel | In Review |
| 2.0 | [Date] | [Name] | Final version for sign-off | Approved |
1.2 Review Metadata
This section defines the “who, what, and when” of the specific review cycle.
- Project Name: [Insert Project Name]
- Project Code/ID: [Insert ID]
- Document(s) Under Review: [List specific file names, e.g., Master Services Agreement V4.docx]
- Reviewing Attorney/Legal Team: [Insert Name of Legal Counsel]
- Project Point of Contact: [Insert Project Manager Name]
- Date Submitted for Review: [Insert Date]
- Target Completion Date: [Insert Date]
Tip: Always set a “Target Completion Date” that allows for at least two rounds of negotiation after the legal team returns their comments. Legal reviews almost always take longer than anticipated.
Section 2: Executive Summary of Legal Posture
Guidance:
The Executive Summary is for stakeholders who need to know the high-level legal health of the project without reading clause-by-clause analysis. This section should be written after the detailed review is complete. It answers the fundamental question: “Can we sign this, or are there major blockers?”
2.1 Overall Risk Assessment
Provide a narrative summary of the document’s legal viability. Use this space to highlight if the agreement is standard and low-risk or if it contains aggressive terms that deviate from company policy.
Example:
“The Master Services Agreement generally aligns with our standard procurement policies. However, the Indemnification clause (Section 8) currently places unlimited liability on our organization for third-party data breaches. This is a high-risk deviation that requires executive approval or renegotiation. Additionally, the payment terms differ from our standard Net-60 to Net-30.”
2.2 Recommendation Status
Select one of the following statuses to give an immediate visual indicator of the review outcome:
- [ ] Approved as Drafted: No changes required.
- [ ] Approved with Non-Material Changes: Minor wording tweaks needed; no substantial risk.
- [ ] Conditional Approval: Approved assuming specific high-risk clauses are modified.
- [ ] Rejected/Redraft Required: The document is fundamentally flawed or too risky in its current state.
Section 3: Scope of Legal Review
Guidance:
Legal teams are often overwhelmed. If you send them a 50-page document without context, they may review sections that are not relevant or miss the context of the business relationship. This section defines the boundaries of the review. It tells the legal team exactly what the project team needs them to focus on.
3.1 Business Context and Objectives
Briefly explain what the project is trying to achieve. Legal terms are often negotiable based on the value of the deal. If the lawyer understands this is a strategic, high-value partnership, they might accept slightly more risk than for a commodity vendor.
Prompt for Completion:
“The purpose of this agreement is to procure [Service/Product] which is critical for the [Project Deliverable]. The estimated total value of the contract is $[Amount]. The duration of the engagement is [Number] months.”
3.2 Specific Areas of Concern
List specific questions or worries the project team has. This guides the lawyer’s eyes to the most troubling parts of the document.
Table 3.2: Targeted Review Areas
| ID | Section/Topic | Project Team’s Concern | Legal Team Response Priority |
| 1 | Intellectual Property | We are co-developing code. We need to ensure we own the IP upon payment. | High |
| 2 | Termination | We need the ability to exit the contract with 30 days’ notice if funding is cut. | Critical |
| 3 | Data Privacy | The vendor is located offshore. Are current GDPR clauses sufficient? | High |
Tip: Be specific. Instead of saying “Check the contract,” say “Check if the liability cap covers our potential losses in a downtime event.”
Section 4: General Legal Observations
Guidance:
This section captures broad themes or structural issues with the document that are not tied to a specific single clause. These are “global” comments. For instance, if the definitions are inconsistent throughout the document, or if the governing law is in a jurisdiction where your company has no presence, note it here.
4.1 Structural and Formatting Observations
Note issues regarding the document’s clarity, structure, or completeness.
- Ambiguity Check: Are terms like “Reasonable Efforts” or “Best Industry Practices” defined clearly? If not, note here that they need definitions to avoid future disputes.
- precedence of Documents: If this is an SOW attached to an MSA, is it clear which document rules if there is a conflict?
- Missing Schedules: Are there references to “Exhibit A” or “Schedule 3” that are missing from the package?
Example Entry:
“The document repeatedly references ‘The Service’ but does not explicitly define what constitutes the service in the SOW. This creates a risk of scope creep. We need a clear definition of services added to Section 1.”
4.2 Jurisdiction and Dispute Resolution
Identify the governing law and venue for disputes. This is often a non-negotiable point for large organizations.
- Governing Law: [e.g., State of New York]
- Venue for Arbitration: [e.g., London, UK]
- Observation: [Note if this aligns with company policy or requires a waiver.]
Section 5: Detailed Clause Analysis (The Core Matrix)
Guidance:
This is the heart of the template. It provides a line-by-line or section-by-section analysis of the contract. This matrix must be rigorous. It allows the project team to track every single legal objection through to resolution.
Instructions for Filling the Matrix:
- Clause Ref: The section number in the contract (e.g., 12.3.1).
- Topic: A short label (e.g., Liability Cap).
- Original Text (Optional): Paste the problematic text if helpful.
- Legal Comment/Issue: The lawyer’s analysis of why this is a problem.
- Risk Level: High, Medium, or Low.
- Suggested Revision: The exact wording the lawyer proposes.
- Vendor Response: (To be filled later) What the other party said.
- Final Resolution: The agreed outcome.
5.1 The Review Matrix
| Clause Ref | Topic | Legal Comment / Issue Description | Risk Level | Suggested Revision / Redline | Vendor/Counterparty Response | Final Resolution Status |
| 5.1 | Payment Terms | The vendor requires payment Net-15. Our AP cycle is Net-45. We will be in breach immediately. | Medium | Change “15 days” to “45 days” from receipt of undisputed invoice. | Vendor agreed to Net-30. | Closed (Compromise) |
| 9.2 | Indemnity | The indemnity is mutual. Company policy strictly forbids indemnifying vendors for their own negligence. | High | Strike “and Customer shall indemnify Vendor…” form the clause. | Vendor pushing back; claims standard term. | Open / Escalated |
| 12.0 | Insurance | Coverage limits listed ($1M) are below our minimum requirement ($5M) for cyber liability. | High | Update limits to $5M per occurrence and aggregate. | Vendor agreed. | Closed |
| 14.3 | Auto-Renewal | Contract auto-renews for 1 year unless 90 days notice is given. This is too long a lead time. | Low | Change notice period to 30 days; change renewal to month-to-month. | Vendor agreed to 60 days. | Closed |
Tip: Use color coding for the Risk Level (Red for High, Yellow for Medium, Green for Low) if the document format allows. This helps executives scan the table quickly to find the deal-breakers.
Section 6: Regulatory and Compliance Check
Guidance:
Beyond the commercial terms between two parties, many projects must adhere to external laws (GDPR, HIPAA, SOX, etc.). This section ensures the legal review explicitly considers these non-negotiable external mandates.
6.1 Data Privacy and Protection
Does the agreement involve the transfer of Personally Identifiable Information (PII)?
- Data Processing Agreement (DPA): Is a DPA attached? [Yes/No]
- Cross-Border Transfer: Does data leave the country of origin? [Yes/No]
- Legal Opinion: [Insert legal counsel’s view on whether the data protection clauses meet current statutory requirements.]
6.2 Intellectual Property (IP) Rights
Projects often create new IP. Who owns it?
- Background IP: Does the vendor retain ownership of tools they brought to the project?
- Foreground IP: Who owns the custom code/work created specifically for this project?
- Action Required: Ensure the assignment of rights clause is explicit. “Work made for hire” language is preferred for US contracts.
Example Guidance:
“The current draft grants us a ‘license’ to the software we are paying them to build. This means they could resell our custom solution to a competitor. We must change this to ‘Customer owns all rights, title, and interest’.”
Section 7: Risk Mitigation and Negotiation Strategy
Guidance:
Identifying problems is only half the battle. This section outlines how the project team and legal team will work together to solve them. It turns “complaints” into a “negotiation playbook.”
7.1 Non-Negotiable Items (Red Lines)
List the items that the company absolutely cannot accept. If the vendor refuses to move on these, the deal is dead.
- Unlimited Liability: We cannot accept unlimited liability for indirect damages.
- Governing Law: We cannot agree to laws outside of the US or UK.
- IP Ownership: We must own the source code.
7.2 Trade-off Opportunities
List items that are important but can be traded away to win the “Red Lines.”
- Marketing Rights: We can allow the vendor to use our logo in their marketing (Section 15) if they agree to our liability cap (Section 9).
- Payment Terms: We can agree to Net-30 (faster payment) if they reduce the price by 5%.
7.3 Action Plan
Define who talks to whom. Legal negotiations can get messy if too many people are speaking.
- Primary Negotiator: [Name, usually Procurement or Project Manager]
- Legal Support: [Name of Lawyer who will join calls if needed]
- Escalation Path: If the vendor’s legal team stalls, who do we call? (e.g., Vendor VP of Sales).
Section 8: Sign-off and Approval
Guidance:
This section formalizes the completion of the legal review. It protects the project manager by documenting that they sought and received legal counsel. It also protects the organization by ensuring a qualified attorney has reviewed the risks.
8.1 Legal Counsel Sign-off
By signing below, the Legal Counsel confirms they have reviewed the documents listed in Section 1 and that the risks identified in Section 5 represent their professional opinion.
- Name: ___________________________
- Signature: ________________________
- Date: _____________________________
- Comments/Qualifications: (e.g., “Approved subject to final verification of insurance certificates.”)
8.2 Project Sponsor/Business Owner Acknowledgement
By signing below, the Business Owner acknowledges the legal risks identified. If the Legal team advised against a clause but the Business Owner decides to proceed for commercial reasons, that decision is recorded here.
- Name: ___________________________
- Signature: ________________________
- Date: _____________________________
- Risk Acceptance: “I acknowledge the high risk regarding [Clause X] and accept this risk on behalf of the business.”
Conclusion
The Legal Review Comments document is more than a formality; it is a vital shield for the project. By methodically identifying, analyzing, and resolving legal issues, the project team ensures that the foundation of the project (its contracts) is solid.
Completing this template requires patience and attention to detail. However, the time invested here prevents costly litigation, project delays, and relationship breakdowns later in the project lifecycle. Ensure that this document is stored securely in the project repository and is referenced whenever scope changes or disputes arise. It serves as the definitive interpretation of what was agreed upon, protecting the organization long after the project team has disbanded.
Template Terminology Mapping
To ensure clarity across different industries and legal jurisdictions, use the following mapping table to adapt this template to your specific environment.
| General Term | Legal/Formal Equivalent | Definition in this Context |
| Vendor | Supplier / Contractor / Provider | The external entity providing goods or services. |
| SOW | Order Form / Schedule / Task Order | The specific document defining the scope of work for the project. |
| Redline | Mark-up / Track Changes | The version of the document showing added or deleted text. |
| Liability Cap | Limitation of Liability | The maximum financial amount a party pays if they are sued. |
| Indemnification | Hold Harmless | The obligation to pay for the other party’s legal costs and damages. |
| Term | Duration / Period of Performance | How long the contract lasts. |
| Termination for Cause | Default / Breach | Ending the contract because the other party failed to deliver. |
| Termination for Convenience | No-Fault Exit | Ending the contract simply because you no longer need the service. |
Best Practices for Managing Legal Reviews – Legal Review Comments Template – Free Word Download
- Start Early: Do not wait until the week of the deadline to send a 100-page contract to Legal. They have other clients.
- Provide Context: A lawyer looks for risk. If you don’t explain the business value, they will try to eliminate all risk, which might make the contract impossible for the vendor to sign.
- One Voice: Collate all comments from technical, security, and business teams into one document (this one) before sending it to the vendor. Sending three different emails with conflicting feedback makes your organization look unprofessional.
- Pick Your Battles: Not every clause needs to be rewritten. Focus on the “High” risk items in the matrix. Let the “Low” risk items go to build goodwill.
- Track Versions: Always ensure the “Document History” in Section 1 is updated. Using the wrong version of a contract is a common and embarrassing mistake.
By adhering to these guidelines and utilizing this structured template, you ensure a professional, legally sound, and risk-aware approach to project procurement and management.
Meta Description:
A comprehensive Legal Review Comments template for project managers to track contract risks, clause analysis, and compliance issues with legal counsel guidance.
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