Our practice opens in January 2027.
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CLARITY BEFORE COMMITMENT
Contract Review & Advisory
A contract is more than a document. It determines what happens when expectations aren’t met, circumstances change, or a business relationship breaks down.
Our litigation experience have taught us what can go wrong when contracts are unclear, protections are missing, or expectations aren't met. We put that experience to work helping clients review agreements, negotiate better terms, and avoid costly disputes before they arise.
What We Can Help With
Contract Review & Risk Assessment
Before you sign, we identify unfavorable terms, hidden obligations, and provisions that could expose you to unnecessary liability. We explain what matters, what can be negotiated, and what you can reasonably accept.
Contract Drafting & Negotiation
We draft and revise agreements to reflect your actual business objectives, with particular attention to enforceability, risk allocation, and potential disputes.
Indemnification & Insurance Requirements
We review insurance policies, indemnity obligations, additional insured requirements, limitations of liability, and other relevant provisions to help you understand who bears the risk when something goes wrong.
Demand Letters & Contract Disputes
When another party fails to honor an agreement, we evaluate your options, prepare demands or responses, and advise on negotiation and potential litigation.
What We Look For
A contract can appear straightforward while containing provisions with significant consequences. We draft with a litigator’s eye and thorough research, identifying which provisions tend to hold up in court and which tend to create costly disputes. We pay particular attention to:
Payment & Performance
What each party must deliver, when payment is due, and what happens if obligations are not met.
Indemnification & Liability
Who is responsible for losses, legal expenses, and third-party claims.
Insurance Requirements
Whether the required coverage actually aligns with the obligations assumed.
Termination & Exit Rights
How the relationship can end and what obligations survive.
Dispute Resolution
Where and how disagreements must be resolved, including arbitration, venue, and attorney-fee provisions.
Unintended Obligations
Automatic renewals, personal guarantees, restrictive covenants, and other terms that can create unexpected exposure.
AI DRAFT VS. LAWYER REVIEW
The Same AI Draft, Two Different Contracts
AI tools can produce a contract that looks complete in seconds. What they cannot do is tell you which words will matter in a dispute. Below, the same four clauses appear twice: first as a general AI tool drafted them, and then after a lawyer reviewed them for the customer.
VERSION A
AI draft, no legal review
8. Indemnification. Vendor shall indemnify and hold harmless Customer from any claims arising out of this Agreement.
9. Limitation of Liability. Neither party shall be liable for any indirect or consequential damages. Each party’s total liability under this Agreement shall not exceed the fees paid under this Agreement.
10. Non-Solicitation. For two years after termination, Vendor shall not solicit any of Customer’s employees.
11. Termination. Either party may terminate this Agreement for breach upon written notice.
VERSION B
Same draft, reviewed by a lawyer
If something goes wrong, the Customer is more likely to get its legal bills paid, recover its full losses, keep the protections it bargained for, and avoid being blamed for ending the deal.
8. Indemnification. Vendor shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any claims, losses, damages, and reasonable attorneys’ fees arising out of this Agreement. [1]
9. Limitation of Liability. Except as provided below, neither party shall be liable for any indirect or consequential damages. Each party’s total liability shall not exceed the fees paid under this Agreement in the twelve months before the claim. These limits do not apply to indemnification obligations, breaches of confidentiality, or willful misconduct. [2]
10. Non-Solicitation. For two years twelve months after termination, Vendor shall not solicit any of Customer’s employees with whom Vendor worked under this Agreement, to the extent enforceable under applicable law. If a court finds this restriction too broad, the court may modify it to the minimum extent necessary to make it enforceable. [3]
11. Termination. Either party may terminate this Agreement for material breach upon written notice delivered as required by Section 14, if the breach remains uncured thirty days after that notice. [4]
[1] “Defend” moves legal fees to Vendor as the case proceeds. “Arising out of” stays on purpose, because courts read it broadly.
[2] Carveouts keep the indemnity from being capped at the fees paid.
[3] A narrower scope and saving language make it more likely a court enforces at least part of the restriction.
[4] A notice method and cure period keep a termination from becoming a breach claim itself.
Illustrative example only. Not legal advice. The right terms depend on the transaction, the parties, and the governing law.
Anyone can identify a provision that favors the other party. The more important question is what to do about it.
We distinguish between genuine legal risks, commercially reasonable compromises, and provisions worth negotiating. Our goal is not to turn every agreement into a lengthy negotiation, but to help you make informed decisions about the obligations you’re undertaking.
How Our Fees Work
Contract reviews, drafting, and defined advisory projects are offered at a flat fee, depending on their scope and complexity. Coverage opinions are billed hourly, up to an agreed cap. Each flat-fee drafting engagement includes one round of revisions, where applicable. Additional negotiations, substantial changes in scope, or ongoing representation are quoted separately.
CONTRACTS / Q&A
Frequently asked questions
Can you review a contract before I sign it?
Can you review just one clause?
Will you negotiate with the other party?
What if I’ve already signed the contract?
Do you review contracts for individuals?
What kinds of contracts do you review?
What should I look for in an indemnification clause?
Should I accept a limitation of liability clause?
Should I sign a personal guarantee for my business’s lease or loan?
Will a noncompete in my employment agreement hold up in Illinois?
How long do I have to sue for breach of contract in Illinois?
FROM OUR INSIGHTS
Analysis on Contracts
A franchise owner makes a substantial investment based on geographic exclusivity. When the franchisor authorizes a competing location, the precise territory definition, reserved rights, and franchise documents may determine whether the owner has a remedy.
A business discovers that its contract has been transferred to an unfamiliar company with different financial resources and operational capabilities. Assignment restrictions, change-of-control definitions, and distinctions between transferring rights and delegating duties can determine whether the substitution was permitted.
A company signs a broad release to resolve a modest payment dispute, then discovers substantially larger financial misconduct. The scope of the release, unknown claims language, alleged concealment, and possible rescission theories may determine whether the later claim survives.
ALLISONCHOLAW / LITIGATION & INSURANCE RECOVERY