A plain-English guide | Reams Law | November 2026

Business owners sign contracts every week — with customers, vendors, landlords, software providers, and lenders. Most are never read closely, because most never cause a problem. The ones that do tend to cause the same handful of problems, traceable to the same handful of clauses.

A business contract review before signing is one of the least expensive legal services there is. These are the seven clauses we look at first, and why.

1. Attorney’s fees

If the other side breaches, who pays your lawyer? Oklahoma statutes award fees to the prevailing party in several common kinds of contract cases, such as suits for goods sold or labor and services. But many contracts change that rule — sometimes giving fees only to the party that drafted the document. A one-sided fee clause can make a valid claim too expensive to pursue.

2. Where disputes are decided

A forum-selection clause can require you to litigate in another state, and an arbitration clause can take the dispute out of court entirely. Either may be reasonable; either may be a deliberate deterrent. A clause sending an Oklahoma company to arbitrate in another state over a modest invoice often means the invoice will never be collected.

3. Limitation of liability

Vendors routinely cap their liability at the fees paid in the prior few months and exclude “consequential” damages — which is often where your real loss would be. If a software failure or late delivery could shut down your operations, a cap equal to one month’s fees is not protection.

4. Indemnification

An indemnity clause can make you responsible for someone else’s losses, including losses your insurance does not cover. Look at who indemnifies whom, for what, and whether it reaches the other party’s own negligence. In construction contracts, Oklahoma law limits some of these provisions, but in most other commercial agreements the parties are held to what they signed.

5. Automatic renewal and termination

Many service agreements renew for another full term unless cancelled in a narrow window — 60 or 90 days before the anniversary, in writing, to a specific address. Check how you get out, what it costs, and whether the other side can terminate more easily than you can.

6. Personal guaranties

You formed a company to limit personal exposure. A guaranty buried in a credit application, lease, or equipment financing agreement undoes that for the debt it covers. Know when you are signing one, and negotiate limits on amount and duration.

7. Payment terms, interest, and price changes

When is payment due, what interest applies to late payment, and can the other side raise prices mid-term? Recent swings in tariffs and material costs have made price-adjustment language one of the most consequential — and most overlooked — parts of supply contracts.

Also worth a look

• Exclusivity and non-compete terms that limit who else you can do business with;
• Ownership of work product and data;
• Assignment — whether the other side can hand your contract to a company you never chose;
• Notice provisions that must be followed exactly to preserve a claim;
• The exact legal name of the other party, which determines who you can collect from.

When a review is worth it

Not every purchase order needs a lawyer. A review is worth the cost when the contract is long-term, hard to exit, large relative to your revenue, tied to a personal guaranty, or critical to your operations — and for any template you will use again and again with your own customers.

Frequently asked questions

The other side says its contract is non-negotiable. Is that true?

Sometimes. More often, specific terms can be changed if you ask for specific things. Even when nothing changes, you should know what you are agreeing to.

How long does a review take?

Most single-contract reviews can be turned around in a few business days.

We already signed. Is it too late?

Not necessarily. Contracts can be amended, and understanding your rights before a dispute arises still helps.

Talk to Reams Law

Reams Law drafts and reviews contracts and serves as outside general counsel for Oklahoma businesses. Call (405) 285-6878 or contact us online. Learn more on our Business Contracts & Outside General Counsel page.

This article discusses Oklahoma law in general terms. It is not legal advice, and reading it does not make anyone a client of this firm. Statutes change, courts reinterpret them, and the outcome of any matter depends on its own facts. Speak with a lawyer about your situation specifically.