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.