How to Set Up a Simple Contract Review Process Without an In House Lawyer

For many Michigan businesses, contracts are everywhere: vendor agreements, SaaS subscriptions, NDAs, supplier agreements, and leases. These documents carry real legal and financial risk, but most leadership teams do not have an in‑house lawyer screening each one before it is signed. A practical, lightweight contract review process can bridge that gap so you protect the business, move faster on good deals, and reserve legal spend for the contracts that truly matter.

This guide outlines a simple framework your existing team can implement without building a legal department. It also explains how a fractional general counsel can plug into that framework at defined points, giving you ongoing access to a business‑minded lawyer without the cost of a full‑time hire.​ A simple, documented contract review process helps Michigan businesses control risk and legal spend without adding a full‑time legal department.

Step 1: Map Your Contract Intake (So Nothing Slips Through)

Start by getting a clear picture of which contracts are coming into the business and who is currently touching them. In most organizations, agreements flow in through sales, operations, finance, IT, and HR, each on its own timeline and with its own habits. Without a shared intake process, contracts are approved inconsistently, risks are missed, and leadership may only learn about major commitments after they are signed.​

A simple intake checklist for every new agreement should answer three questions:

• Who is the counterparty and what are we trying to accomplish.

• What is the dollar value and duration of the commitment.

• Who on our team owns the relationship, responsibilities, and outcome.

  
  

Even a one‑page intake form saved in a shared folder or basic contract tracker will immediately add structure and accountability. It gives leadership clearer visibility into spend, risk, and who is responsible for each contract, and it lays the groundwork for everything that follows.

Step 2: Classify Contracts by Risk and Importance (And Stop Treating Everything as “High Priority”)

Once you know what is coming in, avoid treating every contract as if it carries the same risk. A low‑dollar, month‑to‑month SaaS license should not consume the same attention as a multi‑year key vendor agreement or facility lease. Using your intake information (counterparty, purpose, value, duration, internal owner), you can sort each agreement into tiers, assign an internal owner, and decide whether it stays business‑only or is escalated for legal review.​

A practical three‑tier model looks like this:

Tier	Typical examples	Risk profile	Review expectation	Approval level
Tier 1 – Strategic / High Risk	Key agreements, or leases, with significant data, IP, or liability exposure	High dollar, long term, or high impact if something goes wrong	Intake checklist plus mandatory legal review	Executive plus legal sign‑off; signature by CEO, COO, or equivalent
Tier 2 – Operational / Moderate Risk	Routine vendor agreements, moderate‑spend SaaS, shorter‑term services	Moderate financial and operational impact	Intake checklist; legal review only if certain triggers are hit	Department head; legal if escalated
Tier 3 – Routine / Low Risk	Low‑dollar, month‑to‑month tools, easily terminable commodity services	Limited financial or operational impact	Light checklist focused on core business terms	Manager‑level within defined spend limits

Step 3: Build a Plain‑Language Checklist for Review (So Your Team Can Spot Red Flags Early)

Your internal team does not need to think like lawyers, but they do need to know what to look for before signing. A concise, plain‑language checklist is the most effective tool you can give them for Tier 1 and Tier 2 contracts.​

For each of those agreements, have the contract owner walk through these core areas:

Business terms

Do price, payment timing, and renewal terms match what was discussed. Are there hidden fees, increases, or auto‑renewals that will surprise finance.

Term and termination

How long are you locked in and what notice is required to terminate. Are there early termination penalties or minimum usage commitments.

Liability and indemnity

Is your liability capped, and at what amount. Are you agreeing to indemnify the other side for issues you do not control, or for their own negligence.

Data, confidentiality, and IP

Will the vendor handle customer or employee data, and what protections are in place. Who owns any IP created, and can you keep using it if the contract ends.

Dispute resolution and governing law

Where and how will disputes be resolved (court vs. arbitration). Is the contract governed by Michigan law or a less favorable jurisdiction for your business.

Turn this into a one‑ to two‑page checklist, train your team on it, and make completion mandatory for Tier 1 and Tier 2 contracts, with a streamlined version for Tier 3. Consistent use will surface most red flags early and allow leadership to understand key terms at a glance instead of wrestling with dense documents.

Download: Contract Review Checklist (PDF)

A practical, plain-language checklist and tiering matrix your team can use to spot common contract risks and know when to escalate for legal review.

Contract Review Checklist.pdf

Download PDF • 197KB

Step 4: Set Clear Legal Escalation Triggers (Create the Playbook to Know When Legal Spend is Needed)

Many businesses struggle with when to involve a lawyer. That uncertainty leads either to overspending on routine documents or under‑reacting to genuinely high‑risk situations. A clear set of escalation triggers, tied to your tiers and business priorities, keeps your legal budget focused where it actually protects revenue and enterprise value.​

Examples of automatic triggers for legal review include:

• Contract value above a defined dollar threshold or a term longer than a set number of years.

• Counterparty refusal to accept your standard limitation of liability or indemnity language.

• Sharing sensitive customer data, trade secrets, or critical technology.

• Non‑Michigan governing law or a dispute venue that is particularly unfavorable.

• Personal guarantees or other commitments that create individual exposure.

When these triggers are met, the process moves from business‑only review to a focused legal review by outside counsel or your fractional general counsel. The key is that your business team knows in advance what crosses the line so they can move quickly on low‑risk deals and slow down appropriately when the stakes are higher.

Step 5: Centralize Storage and Track Critical Dates (So You Never Miss Renewals or Deadlines Again)

Even a well‑negotiated contract can become a problem if no one knows where it lives or when it renews. Contracts buried in individual inboxes make it easy to miss renewal windows, rate increases, termination deadlines, and important options.​

At minimum, put in place:

• A central repository (shared drive, secure cloud folder, or contract management tool) where final, signed copies are stored by category and tier.

• A simple tracker—often a spreadsheet or basic tool—that captures renewal dates, notice periods, rate changes, and option windows, with calendar reminders for key dates.

Assign a primary owner (often in finance or operations) and a trained backup to keep the tracker current. Leadership should receive regular visibility into upcoming renewals and significant obligations so contract decisions become proactive rather than last‑minute.

Where a Fractional General Counsel Fits In

Historically, many Michigan businesses have seen two imperfect options: hire full‑time in‑house counsel before the volume justifies it, or rely on ad hoc hourly outside counsel for every issue. A fractional general counsel model offers a third path—ongoing, business‑savvy legal support on a scalable basis.​

Working within the framework above, a fractional GC can:

• Help design and refine your intake, tiering, checklists, and escalation triggers so they align with Michigan law and your risk profile.

• Standardize preferred clauses and fallback positions for negotiation across your MSAs, SaaS agreements, vendor contracts, and leases.​

• Step in on Tier 1 and flagged Tier 2 contracts for targeted review and negotiation, instead of reviewing every low‑risk document.

• Periodically review your contract portfolio to identify patterns, recurring risks, and opportunities to renegotiate or consolidate vendors.​

Because the relationship is ongoing and tailored to your contract volume, you gain the benefits of “in‑house style” familiarity with your operations without adding a full‑time salary to your payroll. This structure fits especially well for small and middle‑market Michigan companies that need strategic guidance but must control legal spend.​

Next Step for Michigan Businesses

If your business is ready to formalize its contract review process but not ready for a full‑time general counsel, a fractional model can provide structured, predictable support that scales with your growth. Oxbridge Legal Services, based in Plymouth, Michigan, helps small and mid‑market companies build contract frameworks that balance speed, control, and cost.​

To explore what a tailored contract review and fractional general counsel arrangement could look like for your organization, you can contact Oxbridge Legal Services through the firm’s website or by calling the office to schedule a consultation. A first engagement often starts with a 60–90 minute working session where we map your current contract process, identify quick wins, and prioritize where legal review will have the biggest impact.