How to Write a Contract Review Policy With Legal AI

A contract review policy tells employees which agreements need legal review before they commit the company. Start with your company's rules on who can approve and sign contracts. Then define when review is required, who can approve exceptions, and what records to keep. Name someone to keep the policy up to date.

GC AI is an enterprise legal AI software built for in-house counsel and used by 2,200+ legal teams including 300+ public companies.

Cecilia Ziniti, GC AI's CEO and co-founder, served as general counsel at Anki, Bloomtech, and Replit. Earlier in her career, she worked as an IP litigator at Morrison and Foerster and as in-house counsel at Amazon and Cruise. Her experience as an in-house lawyer helped shape GC AI's tone and workflows.

Employees need to know when to bring a contract to legal. An approved template may work for a routine purchase, but giving the vendor access to customer data may require privacy or security review. The policy should make that distinction clear to someone outside the legal team.

Define What Your Contract Review Policy Covers

Use the policy to state what employees must do. Keep the supporting details in the documents your team already uses:

• Review process: The sequence from intake through signature and the handoffs between teams.
• Contract review checklist: The checks a reviewer performs on an agreement.
• Contract playbook: Preferred clause positions, fallbacks, and escalation rules.
• Delegation-of-authority policy and signature matrix: Who can approve commitments, what financial limits apply, and who can sign.

Before drafting, check that you have the current version of each document and know who owns it. If two documents give conflicting instructions, ask their owners to resolve the conflict. Otherwise, employees will face the same confusion in the new policy.

GC AI can help you draft the policy from those documents. Use its document editor to review and revise the wording. Check that the draft follows your company's approved rules.

Write the Requirements in Your Contract Review Policy

The sample provisions below assume your company has an in-house legal team, approved contract templates, and rules on who can approve and sign. Adapt each provision to your organization before using it.

Define Which Agreements the Policy Covers

List the legal entities, business units, and types of agreements the policy covers. Consider amendments, order forms, renewals that need a decision, and online terms that commit the company. If a separate policy covers an agreement type, name that policy and its owner.

Tell employees what to submit for review. Ask for the current agreement and any documents it incorporates, such as linked terms or schedules. The request should explain the business purpose, which company entity will sign, what it will commit to, and any data or system access involved. Keep the intake form and routing instructions in the review process.

Sample provision: Before signing, accepting online terms, or otherwise committing the company, employees must submit covered agreements through the designated review process. They must provide the current agreement, any documents it incorporates, and the information needed to identify required reviews and approvals.

Decide When Legal Review Is Required

List the situations that require legal or specialist review. These may include terms outside your playbook, a different company entity signing, access to personal data or company systems, or an agreement for a critical business service.

If approval depends on the value of the deal, refer to the current authority policy. Follow its rules for calculating the total commitment, including any amounts that must be counted together. Keeping those limits in one place makes them easier to update.

The triggers you choose decide how much reaches legal. On CZ and Friends, GC AI's podcast with legal and business leaders, Senior Counsel Lauren Anderson described what that volume looks like at Wayfair:

We did a post-mortem at the end of the year of how many agreements we reviewed. I believe it was close to 300, and that was just in a two-and-a-half-month window between the team. On average we each have 50 agreements to go through on a bi-weekly basis.

A pre-approved path can help the legal team focus on agreements that need its attention.

Define which agreements can use a pre-approved path. Specify the template and version, permitted edits, and eligible uses. Explain which changes require further review. Even an unchanged template may need review if the business plans to use it differently.

For each change that makes an agreement ineligible, state whether it needs a full legal review or a specific specialist's approval. Employees should know who to contact before proceeding.

Sample provision: A requester may use a pre-approved review path only if both the agreement and its intended use meet all of that path's conditions. Any change outside the permitted edits or uses requires the designated review before the company commits.

Specify What Approval Covers

Explain what each person approves. Legal reviews the legal terms; finance, security, privacy, and the business owner may need to approve other parts of the deal. Follow your company's rules on who can make each decision and who can sign.

That precision matters because few of these calls are clear-cut. Former General Counsel at Salesforce, Groupon, and Slack David Schellhase put it this way:

Almost always the decisions we're making are in a gray zone. If it were clear, they wouldn't need a lawyer to opine. When it comes to us in-house, that's when it's really gray. So making a decision in a legal gray zone, you really do have to understand the risk profile of your client deeply.

A contract review policy puts that judgment in front of the right person, with the right context, before the company commits.

Each approval should name the agreement version and any conditions. Explain when someone must approve the agreement again, such as after an obligation changes or a new fact affects the earlier decision. Silence or an AI review result should never count as a person's approval.

Sample provision: Each required approver must record what they approved, the agreement version reviewed, and any conditions. If a change affects that decision, the authorized approver must approve it again before the company commits. Signing must follow the company's current delegation-of-authority policy and signature matrix.

Before signing, the final reviewer can then check that all required approvals cover the version the company will accept.

Make Exceptions Specific and Time-Limited

Treat a request to skip a required review separately from a request to accept different contract terms. The playbook may allow a clause change, but skipping review still needs its own justification and approval.

Name who can approve an exception to the policy. Ask the requester to explain which requirement they want to waive, why, and for which agreement. Include the risks, proposed safeguards, and how long the exception is needed. The approver should record what the exception covers, its conditions, when it expires, and who will carry it out. An urgent deadline does not remove the need for approval.

Sample provision: The person authorized to approve a policy exception must record the decision before the company proceeds. The record must identify the requirement waived, the agreement or activity covered, the reason, any conditions, and the expiration date. The approver must stay within their authority. An exception cannot waive applicable legal obligations.

Ask the policy owner to review recurring exceptions. Repeated requests may point to an impractical rule, a need for another pre-approved path, or a gap in training.

Preserve the Agreement and the Decision Record

List the records employees must keep: the signed agreement, documents it incorporates, the approved version, required approvals, and any exception decision. Name who will file them and where. Follow your company's rules on access and retention.

Agreements that do not need legal review may still need to be filed. For example, the University of Central Florida's contracts guidance exempts qualifying pre-approved templates from legal review but still requires staff to submit the signed agreements to its contract system. Your policy should make the recordkeeping requirements just as clear.

Sample provision: The designated contract owner must store the signed agreement, documents it incorporates, approval records, and any exception decision in the approved repository. The owner must follow the applicable retention schedule, access restrictions, and preservation requirements, including any legal hold.

Use the retention period that applies to each record type. Confirm it with the people responsible for your company's records requirements.

Name an Owner and Set a Review Schedule

Name the policy owner and who can approve changes. Include the effective date and next review date. For example, the general counsel could own the policy while legal operations keeps it up to date.

Explain what should prompt an earlier update. Examples include changes to signing authority, a new business model, revised template rules, or repeated failures to follow the policy.

Sample provision: The policy owner must review the policy on its scheduled review date and whenever a material change affects its requirements. Changes must receive approval under the company's policy governance rules. The owner must tell employees about approved changes and coordinate any updates to the process, templates, playbooks, and training.

Keep the current policy where employees can easily find it. Retain older versions under your company's records rules, and label the dates when each version applied.

Draft and Test Your Policy With GC AI

Use GC AI to draft a policy from your company's existing rules. Then test whether the draft gives employees clear instructions.

GC AI Files lets you organize source documents and use them across chats. Include the current approval and signing rules, review process, approved-template conditions, and records requirements. Check who owns each document and when it took effect.

Use a prompt like this to flag decisions the policy owner still needs to make:

Draft a contract review policy using the attached company documents. Cover scope, review triggers, approvals, policy exceptions, records, ownership, and maintenance.”

“Use the supplied company documents to identify who can approve and sign, and what financial limits apply. List conflicting instructions and missing decisions separately. Cite the source and section for each.”

“Do not invent authority, thresholds, or retention periods. Label proposed requirements that need owner approval.

GC AI can generate a Word document and open it in Easy Edit. Review each proposed change, edit the language, and apply or dismiss it. Confirm the source references and resolve open decisions with the responsible people before seeking policy approval.

Test the draft with an example. Suppose employees can use an approved vendor template for a routine purchase. One employee uses the same template but now wants to give the vendor access to customer data. Ask GC AI which policy rules apply, what facts are missing, and who needs to review the request. Ask it to cite the supplied documents.

The answer should send the request to whoever must review the new data access under your policy. Check that conclusion yourself. If the draft lets the employee skip that review just because they used an approved template, revise the wording and test it again.

Also test a routine agreement that meets the pre-approved conditions and an urgent request to skip review. The policy owner should be able to explain each result using the policy text. After the authorized owner approves the policy, keep it and its source documents up to date.