Contract Management Checklist

Record the requesting client, counterparty, business purpose, target signing date, and governing-law preference. Confirm scope is within the firm's existing engagement letter — if it isn't, route to the engagement workflow before drafting.

Search Clio Conflicts (or iManage / IntApp Open) across the client, counterparty, parent and subsidiary entities, principals, and known witnesses. Imputation under Rule 1.10 means a hit on any attorney's prior-firm matters can disqualify the firm — review hits with the managing partner before drafting.

Choose the firm's approved template — MSA, SOW, NDA (mutual or one-way), license, services agreement, or asset purchase. Pull from the document automation library (HotDocs, Lawyaw, or NetDocuments precedent folder) rather than a prior matter's executed copy, which may have client-specific edits.

Responsible attorney circulates the redline to the supervising partner and any specialist (tax, IP, employment) whose section appears in the agreement. Capture comments in a single consolidated markup, not parallel emails.

Transmit a clean Word file plus a blackline against their last version. Note the firm's response window in the cover email (typically 5 business days) so the negotiation cadence stays on the target signing date.

Track each open issue (indemnity caps, IP ownership, termination for convenience, governing law) on an issues list. Resolve via call when more than two rounds of redlines have stalled — exchanging markups indefinitely is the most common cause of missed signing dates.

Brief the managing partner on the open issues, the firm's risk position, and the client's stated tolerance. Decision: hold the line, concede with documented rationale, or recommend the client walk.

Convert the final Word file to PDF, attach all schedules and exhibits, set signing order, and add date and initial fields. Verify each signatory's title and authority — a signature by someone without authority can render the contract unenforceable.

Monitor the envelope; nudge any party that has not signed within 48 hours. Download the executed PDF plus the DocuSign certificate of completion — both are needed for the official file.

Save the executed PDF and certificate to the matter folder in NetDocuments / iManage with the standard naming convention (matter number — counterparty — agreement type — execution date). Tag for retention per the firm's records schedule.

Check deliverables, payment events, and reporting obligations against the schedule. Document any deviation in the matter file the day it is observed — contemporaneous notes are far more defensible later than reconstructed timelines.

Any modification to scope, fee, or term goes through a written amendment — never email or verbal agreement. Run an abbreviated conflicts check if the amendment adds new parties or affiliates.

Walk the deliverables, payments, releases, and any holdback or escrow items. Surviving provisions (confidentiality, indemnity, IP assignments) carry forward — note their tail period in the closing memo.

Note negotiation positions that held vs. conceded, any drafting issues caught in execution, and updates to recommend for the firm's template library. This is what turns one-off matters into reusable institutional knowledge.

Set destruction date per the firm's matter-type schedule — typically 7 years post-close for general commercial, longer for real estate and estate matters. Both early destruction (spoliation risk) and late destruction (storage cost, breach exposure) create liability.