How the parts work together
Most transactional agreements share a structure: definitions, the core exchange, representations and warranties, covenants, conditions to closing, and remedies. Definitions carry much of the weight, because a single defined term can widen or narrow an obligation throughout the document. Representations describe facts at a moment in time, covenants govern conduct going forward, and mixing them up affects what remedies apply. In New York, a letter of intent or term sheet can sometimes create binding obligations, including a duty to negotiate in good faith, depending on how it is worded. Boilerplate on governing law, assignment, notices, and entire agreement is often skimmed, yet it frequently decides how a dispute is handled.
Material to bring to the table
Bring the signed term sheet or letter of intent, any prior drafts, and notes of what was agreed in negotiations, since these show what each side expected. Collect the ancillary documents that will be signed at closing, such as escrow agreements, employment agreements, or licenses, because they must line up with the main agreement. Disclosure schedules deserve as much care as the body, since they qualify the representations. Know which entities will actually sign and who is authorized to bind each one. If the deal involves financing, the lender's requirements may change terms in the agreement itself.
A review that catches what matters
We read the agreement against the business deal and flag where the text departs from what you understood. Particular attention goes to conditions that could let the other side walk away, caps and exclusions on liability, survival periods, and how indemnity interacts with other remedies. We also check that defined terms are used consistently and that schedules match the representations they support. For agreements governed by another state's or country's law, we note where local counsel input may be needed. You leave with a prioritized list of changes, separating those that affect value from those that are cleanup.
