The PM's Contract Analysis Toolkit

1. Skim for the “Ghost Scope”

• Look for ambiguous verbs like support, assist, advise, ensure. These often hide work that isn’t fully defined.

• Ask: “What does ‘support’ look like in practice? How will success be measured?”

2. Highlight Every Date, No Matter How Small

• Pull out ALL dates: deliverables, milestones, approvals, review cycles.

• Ask: “Are these hard deadlines tied to external events (launch, compliance window) or internal targets?”

• Creative trick: Create a “contract calendar” or timeline to visualize how commitments stack up.

3. Track “Assumptions” Like Landmines

• Contracts often bury assumptions at the end or in footnotes.

• Ask: “What happens if this assumption doesn’t hold true? Who eats the risk?”

4. Follow the Money

• Flag how payment milestones are tied to deliverables.

• Ask: “Are payments linked to work completed, or to client approvals?” (Huge difference for cash flow.)

• Trick: Map deliverables against your WBS → do they align? If not, risk of unpaid work.

5. Hunt Down the “Client Will Provide…” Clauses

• These are dependencies that can sink your schedule.

• Ask: “What’s the backup plan if the client doesn’t provide X on time?”

• Creative move: Create a “Client Deliverables Tracker” as part of your kickoff deck.

6. Watch for Undefined Acceptance Criteria

• If a deliverable doesn’t have clear acceptance criteria, it’s a future argument.

• Ask: “How will we know this deliverable is complete to your satisfaction?”

• Trick: Convert vague terms (“industry standard”) into measurable criteria in your kickoff.

7. Translate Legalese into PM Language

• Contracts are written for lawyers, not PMs. Create a PM-friendly summary:

• Scope highlights

• Must-hit dates

• Payment/milestone ties

• Client responsibilities

• Risks/assumptions

• Share with your team so they know what really matters.

8. Look for “Change Control” Language

• Does the contract specify how scope changes will be approved and billed?

• Ask: “What’s the minimum threshold for triggering change control?”

• If it’s missing, you’ll need to create your own process.

9. Redline for Risk Categories

• Color code risks in the contract:

• Red = client dependencies

• Yellow = vague scope

• Green = strong protections

• Trick: This creates an instant risk heatmap you can fold into your risk log.

10. Always Ask: “What’s Not Here?”

• What promises were made verbally during sales but aren’t in the contract?

• Creative move: Hold a “gap session” with Sales, list all client expectations they’ve heard, and check which ones are written vs unwritten.