1. Contract Review Process Round Table Corporate Counsel Section April 11, 2007

2. 2 Why is a contract review policy important: Control measures Identifies types of documents that require legal review contracts, letter agreements, amendments, $ amount, etc Communicates an approval procedure Creates awareness of the need to have contracts reviewed by legal Establishes signature authority Limits the number of signatories Sarbanes-Oxley compliance (public company)

3. 3 Why is a contract review policy important: Other Benefits Organization of documents Centralize process Tracking capabilities Uniformity of legal terms Minimize any potential legal risks and liabilities Monitoring inserting legal review into the contract process has a side benefit of being able to orchestrate other company review and approvals, like finance, tax, business operations, etc.

4. 4 How to get it implemented Everyone has a role Cant just be driven by legal. Business, Finance and legal departments must work together Executive Buy-in Must have support of Executives (CEO, CFO, Department Heads)

5. 5 How to get it implemented Get the word out Announce the policy and disseminate it. Part of new hire presentation Educating veteran employee Highlight signature authority area. Train all signatories on the policy. Confirm their understanding that they cannot sign a document unless it has Legals approval. Remember - Its a team effort

6. 6 How to get it implemented Draft a policy that works for your Company Ensure your office is set up to handle the contract review workflow. Manage turn-around time

7. 7 The Policy Identify the role Legal is to play in your Company Lead role in negotiating sign off on already negotiated deals Review and comment on changes to form docs It is all up to you.

8. 8 The Policy Elements to include in any Policy Requirement of Legal Review for all contracts Prohibit oral agreements Describe Legals responsibility Describe contracts that do NOT require legal review

9. 9 The Policy Describe logistics of initiating legal review Describe Signature and Delegation Authority

10. 10 Sample Forms