AI Contract Review Checklist: What to Check Before You Send the Redline

AI contract review changes how the first pass gets done. It does not change who signs off. The redline that goes to the other side carries your name and your judgment, and the client relies on it as yours. The quality of an AI-assisted review is decided less by the tool than by the checks the lawyer runs around it.

This checklist sets out those checks in the order you meet them: before the review runs, while you work through the findings, and before you send the markup. It applies to any AI contract review tool. Where a worked example helps, we use DecoverAI for Word, because it was built around these steps. For a full walkthrough of the add-in itself, see AI Contract Review in Microsoft Word.

Phase 1: Before the review runs

Most review errors are set up before the first finding appears. A review run against the wrong draft, from the wrong side, or without the deal terms will produce confident output that answers the wrong question.

1. Confirm you are reviewing the right draft

Check the version against the last turn from the other side. If the document carries open tracked changes or comments from a prior round, decide whether to resolve them first so the review reads the text the counterparty actually proposed. Confirm that schedules and exhibits the agreement relies on are in the document, or note that they are not, so you know what the review could not see.

2. Set the side you represent, or choose balanced on purpose

A limitation of liability cap that protects a buyer is a problem for the seller. A review that does not know your side cannot tell you which way a clause cuts. In DecoverAI for Word, you choose the party you represent or neither. With no side selected, it runs a balanced review rather than assuming one. Balanced review is useful when you are drafting a neutral template or advising on a form; for a live negotiation, pick your client’s side.

3. Brief the review the way you would brief an associate

Standard market positions are a starting point. The deal terms your client actually cares about are not in any market standard. Write them down in plain, testable sentences: “No exclusivity beyond 12 months.” “Broker must be registered in OR and WA before any placement.” Vague instructions (“make it favorable”) produce vague findings. In DecoverAI, each deal-specific instruction becomes a review check, run alongside standard market positions, and findings tied to your brief are labeled “Your instruction.”

4. Clear the tool’s data terms before the client’s contract goes in

ABA Formal Opinion 512 (July 2024) asks lawyers to understand how a generative AI tool uses the information entered into it before inputting client information, tying that duty to Model Rule 1.6. Read the vendor’s terms, not the marketing page, and confirm whether your firm or client has rules about AI use on the matter. For DecoverAI: documents are never used to train models, document content reaches DecoverAI only when you ask for an action, and SOC 2 Type II and HIPAA documentation is available. Details are on our security page.

Phase 2: While you review the findings

A finding is a claim about the contract. Treat it the way you would treat a colleague’s note in the margin: useful, probably right, and still yours to confirm.

5. Open the quoted clause for every finding you will act on

Do not act on a summary. Go to the clause in the document and read it in context, including the defined terms it uses and any clause that cross-refers to it. A carve-out three sections away or a definition in the interpretation clause can reverse what a quoted sentence appears to say. In DecoverAI, each finding quotes the clause and links to its location in Word, so the check takes one click.

6. Test every “not present” finding

Missing protections are the issues a manual read is most likely to miss and the ones the other side is least likely to volunteer. A good tool flags them rather than staying silent; DecoverAI marks requested language that is absent as “not present,” and the gap stays in the list beside issues in the text. Before you draft a new clause, search for the concept under other headings, other defined terms, and in schedules or documents incorporated by reference. If it is truly absent, decide whether to add it, and if it is somewhere the review could not see, note where.

7. Use severity as a starting order, then re-rank for the client

Severity ranking tells you where to look first. DecoverAI ranks findings high, medium, and low. It cannot know that this client will walk away over the governing law clause but accept a shorter cure period. Work through the high-severity items first, then re-order by what matters commercially to this client on this deal. A low-severity finding on a term the client cares about deserves more time than a high-severity finding the client has already accepted.

8. Account for every instruction you gave

Check each line of your brief against the findings. An instruction that produced a finding is already in front of you. An instruction that produced nothing needs a second look: confirm the contract actually satisfies it, rather than assuming silence means compliance. This is where the “Your instruction” label earns its place.

9. Edit the suggested fix as drafting, not as an answer

A suggested clause is a first draft. Check it against the agreement’s defined terms, numbering and cross-references, and house style, and make sure it fixes the problem without creating a new one elsewhere. DecoverAI lets you edit a suggested fix before inserting it, and nothing changes in the document without your action.

Phase 3: Before you send the redline

The markup is now a professional communication. These checks make sure it says only what you mean, and that you can explain every part of it later.

10. Confirm every change is a tracked change in your name

Walk the full list of tracked changes in Word, top to bottom. Every edit should be one you made or approved, and none should be untracked. The counterparty should see a normal markup from a lawyer, not a mix of authors. In DecoverAI, inserted fixes are ordinary Word tracked changes authored by the signed-in user, which you accept, reject, or revise with Word’s normal controls.

11. Make sure every dismissal has a reason on record

Every finding you chose not to act on is a decision, and someone will ask about it: a supervising partner this week, the client next year. Record why at the time, while the reason is fresh: accepted commercially, addressed elsewhere, outside scope. DecoverAI records the reason when you dismiss a finding, so the decision trail sits with the review rather than in someone’s memory.

12. Read the redline end to end as the other side will

Findings are reviewed one at a time; the counterparty reads the markup as a whole. Read it through once more for consistency of position, tone, and terminology. Two reasonable edits made in isolation can contradict each other, and a heavy markup on minor points can bury the changes that matter.

13. Prepare the client explanation before you send

For each material change, write one or two sentences: what the draft said, what you changed, and why. For each point you accepted, the recorded dismissal reason is the start of that note. The client should be able to see the decisions in the redline without re-reading the contract.

Where professional responsibility fits

ABA Formal Opinion 512 does not create new duties for AI. It applies the existing ones. Under Model Rule 1.1, competence includes a reasonable understanding of what the tool can and cannot do, which is why checks 5 through 9 exist. Model Rule 1.6 drives check 4. The opinion’s discussion of supervision, including Model Rule 5.3 on nonlawyer assistance, supports a review trail that shows who verified what, which is the point of checks 10 and 11. The opinion also addresses reasonable fees, so bill AI-assisted work in line with your engagement terms and the guidance in your jurisdiction.

The tool does the first pass. The checks above are what make the result yours. To see how this fits a wider deal, from a data-room review on due diligence to negotiation in Word, see Transactions & Advisory and contract review. The Word add-in is included with a DecoverAI subscription; see pricing.

Frequently Asked Questions

This article is general information about legal technology and contract review practice, not legal advice for any particular matter. Obligations relating to attorney responsibility for AI-assisted review vary by jurisdiction and bar authority.