Most commercial negotiations start on the other side's paper. The supplier sends its master agreement, the customer sends its procurement terms, the landlord sends its standard lease. Before the first call, someone on your side has to read the draft and form a view — and that first pass shapes everything that follows.
The mistake is to read the contract the way you would read a book: front to back, at uniform depth, marking whatever looks odd. Thirty minutes later you have forty comments of equal weight and no position. A disciplined first pass does the opposite. It asks a fixed set of questions in a fixed order, and it ends with a decision: what do we fight about, what do we trade, what do we accept.
First pass: who, what, and how much
Start with the boring parts, because they fail most often. Check the parties — is the entity named the one you actually deal with, or a holding company, or a subsidiary with no assets? Check the scope: does the description of goods or services match what was discussed commercially, and is anything you assumed to be included left out or pushed into a separate order form?
Then follow the money end to end. Price, but also indexation, payment terms, late-payment consequences, and anything that lets the other side change the price unilaterally. In subscription and framework agreements, the mechanism for adjusting fees at renewal often matters more than the starting number.
Term, exit, and what happens after
Read the term and termination clauses as one system. How long are you bound, what notice do you need, and — often overlooked — what does termination actually end? Auto-renewal with a long notice window is a common trap; so is a right to terminate that leaves accrued minimum commitments intact.
Look at what survives. Post-termination obligations around data return, transition assistance, non-solicitation and confidentiality can be more onerous than anything in the live contract. If exiting the relationship would be operationally painful, the exit clause is where your leverage lives, and it deserves a disproportionate share of your thirty minutes.
Liability, IP, and confidentiality
The liability clause is where the other side's template does its real work. Read the cap, but also the carve-outs from the cap, the exclusion of indirect damages, and any indemnities that sit outside the liability regime altogether. A generous-looking cap means little if the indemnity for third-party claims is uncapped and broadly drafted. Under Swiss law some liability simply cannot be excluded, so an aggressive clause may promise more protection than it can deliver — but you should still know what it is trying to do.
On intellectual property, ask one question: who owns what is created under this contract, and what can each side keep using afterwards? Templates routinely assign more than the deal requires. Confidentiality is usually symmetrical in form; check whether it is symmetrical in effect, given who will actually receive sensitive information.
The scan for the unusual
With the structural questions answered, do one fast pass for clauses that do not belong in a contract of this type: exclusivity you did not discuss, a most-favoured-customer clause, broad audit rights, unilateral amendment rights, assignment restrictions that would block a future sale of your business. Templates accumulate clauses over years of other people's negotiations. Some of them were written for a different kind of counterparty and simply never removed. These are often the easiest wins — the other side may not care about them at all.
Also note what is missing. A template with no service levels, no data-protection language or no governing-law clause is telling you something about how it was built.
Deciding what to fight about
Now rank. A useful discipline is three buckets: points you must change (deal-breakers that create risk you cannot carry), points you want to change and are willing to trade, and points you note but accept. Most first drafts produce two or three genuine must-haves, not fifteen. If everything is a red line, nothing is.
The output of the thirty minutes is not a markup. It is a short position: here is what this contract does, here are the three things we need, here is what we can give. That is what makes the first call productive — and it is what a structured review process produces at scale. We run this kind of first pass with systems that read the draft clause by clause, and a lawyer who decides what actually matters for the deal. If you are staring at the other side's template, we are happy to look at it with you.