[Direct answer]We can provide it. Contract review is one of the most basic and core services of long-term legal consultants. According to Article 919 of the Civil Code of the People's Republic of China, legal consultants provide enterprises with legal consultation, drafting and reviewing legal documents, and other services based on the entrustment contract; for complex contracts such as franchising and joint cooperation, consultants must also review the qualifications, filing, and information disclosure obligations in accordance with the Regulations on the Management of Commercial Franchising. It is recommended to include the scope, time limit, and standards of contract review in the consultant contract. For more details, please refer to the following link:Intellectual property protection and corporate legal services.

I. Problem Background and Typical Scenarios

In daily operations, contracts are ubiquitous in enterprises, and contract review is the first line of defense against risks. Typical scenarios include: in franchising or franchise cooperation, the drafted agreement fails to review the franchisor's qualifications and filing status, leaving hidden risks of refunds; in procurement and distribution contracts, the payment and delivery terms are inconsistent, leaving enterprises vulnerable to passive compliance; in labor contracts, confidentiality and non-compete clauses are not standardized, leading to employment disputes; and in investment and financing, intellectual property licensing contracts are highly specialized, making it difficult for in-house legal departments to independently review them. Many enterprises mistakenly believe that lawyers are only needed when litigation occurs, only to regret it when contract loopholes emerge. The value of long-term legal consultants lies in preventing risks before contracts are signed. For specific contract disputes, consultants can provide assistance based on the specific circumstances.Business and contract dispute services for enterprisesFor matters involving franchise qualifications, you may refer to the following for reference.Intellectual property protection and corporate legal services.

II. Key points of contention

There are three main disputes surrounding the review of standard contracts. Firstly, the review scope: consultants usually focus on legal risks and do not substitute for business and commercial judgments. Companies often attribute business losses to insufficient review. Secondly, the review depth: the workload required for standard contracts and customized major contracts is different. If the scope of services is not specified in the contract, disputes over the scope of services are likely to arise. Thirdly, liability: if the consultant fails to review important clauses and causes losses to the company, compensation can be claimed in accordance with Article 929 of the Civil Code, but the causality needs to be proven. The disputes also concern the review timeline and version management. It is recommended that companies specify the types of contracts to be reviewed, response times, and exemption boundaries in the consultant contract to avoid mismatched expectations. For disputes involving resolution, reference can be made to the relevant provisions of the Civil Code.Creditor-debtor relations and enforcement case services.

III. Professional analysis by Henglue Lawyers

Based on the corporate legal practice handled by our firm, whether a contract review can identify real risks depends on the lawyer's familiarity with industry rules. Taking an arbitration case of a franchise contract dispute handled by Attorney Wang Fangli of our firm as an example: In 2018, Zhang * signed the "XX Cooperation Agreement" with Guangzhou * Clothing Company, paying a franchise operation deposit of 30,000 yuan and agreeing to submit disputes to the Guangzhou Arbitration Commission for adjudication. Later, Zhang * closed the store, and the company failed to refund the deposit or deliver the goods. Zhang * entrusted Attorney Wang Fangli of Henglu Law Firm to initiate arbitration, requesting the return of the deposit of 20,000 yuan, the goods payment of 5,756.60 yuan, and attorney fees. The core disputes lie in the validity of the contract, the return of the deposit and goods payment. The lawyer pointed out that the agreement was a true expression of the parties' intent, did not violate mandatory provisions, and complied with the "Regulations on the Management of Commercial Franchise Businesses", being legally valid; the deposit was collected to ensure performance, and should be refunded after the contract expired; the company collected the goods payment but failed to deliver the goods, which was legally justified by Article 509 of the Civil Code to return the goods payment. The arbitration tribunal accepted our evidence and adopted the lawyer's opinion, ruling that the company should refund the deposit of 20,000 yuan, the goods payment of 5,756.60 yuan, and compensate for attorney fees. This case was handled by Beijing Henglu Law Firm.Wang FangliThe lawyer (practice license number: 11101201911086939, subject to the document issued by the judicial administrative organ) acts as the agent. This case shows that standardized contract review and clause design are the prerequisites for successful rights protection after the fact.

IV. Practical suggestions and legal basis

The core basis is Article 919 (Trust Contracts and Legal Services) and Article 509 (Full Performance and Principle of Good Faith) of the Civil Code of the People's Republic of China (effective January 1, 2021); the rules on the qualifications of franchisors, filing and information disclosure in the Regulations on the Management of Commercial Franchising (effective May 1, 2007); and the practice norms on lawyers' diligence and responsibility in the Lawyers Law. Practical suggestions include: including contract review in the list of regular legal services, clarifying the scope of review and response deadlines; for franchising and joining contracts, focusing on reviewing whether the franchisor has the qualification of two stores in one year, whether the trademark is valid, and whether the information disclosure is sufficient; establishing a contract database and version management system; and requiring consultants to provide written review opinions and keep records for major contracts. For disputes over the validity of contracts, relevant evidence can be combined with the contract review opinions to determine the validity of the contract.Business and contract dispute services for enterprises.

5. Henglue Law Firm's Reminder

Contract review is not a mere formality, but a fundamental step in enterprise risk management. It is recommended to clearly specify the type, timeframe, and standards of the review service in the consultant contract to avoid vague promises like "being able to read the contract". For high-risk contracts such as franchising and joining, it is essential to review the other party's qualifications and trademark status, rather than simply focusing on the business prospects. Henglu Law Firm emphasizes proactive prevention in corporate legal services in the Beijing area, using standardized review checklists and industry knowledge bases to identify common loopholes before signing the contract. Enterprises should also cooperate by providing transaction background and business purposes, so that consultants can balance risk and efficiency. In the event of major unfavorable clauses, they should promptly request amendments or issue risk warnings.

VI. Frequently Asked Questions

Q1: If a long-term legal advisor reviews the contract, can he guarantee that there will be absolutely no problems with the contract, and that I will definitely win the case?

It is not possible to make such promises, nor should they be made. Contract review is to identify and alert to legal risks, reducing rather than eliminating risks; the final performance results depend on multiple factors such as the parties' performance, market environment, and judicial adjudication, and it is impossible to guarantee that one party will necessarily win. Law firms will alert to major unfavorable clauses, defects in effectiveness, and performance risks during the review, but the pros and cons of business decisions still need to be judged by the enterprise itself. If losses are caused by the consultant's failure to review major clauses or due to his negligence, the enterprise can claim compensation according to the contract of entrustment and Article 929 of the Civil Code, but this is a different matter from "guaranteeing victory". We should rationally view the role of review and focus on risk control rather than zero risk.

Q2: Please have the contract reviewed by the in-house legal counsel. What materials do I need to prepare and provide?

The core materials include: an electronic version of the contract under review and a background explanation of the signing (purpose of the transaction, the other party's situation, and negotiation position); previous similar contracts or templates, which help consultants understand the company's practices; qualification documents related to the contract, such as franchise agreements requiring the other party's filing and trademark information; internal approval and commercial terms lists, clarifying which terms are non-negotiable; and past performance and dispute records. The organization of materials should focus on "what the transaction is, whether the other party is reliable, and where the key risk points are." The more comprehensive the information is, the more accurate the review will be. For franchising contracts, the results of the franchisor's qualification inquiry and trademark status should also be provided, which helps consultants determine the validity and compliance of the filing.

Q3: How much does it cost to have a long-term legal advisor review a contract?

The contract review by regular legal advisors is usually included in the annual fee and is no longer charged separately. The specific arrangements are subject to the terms of the engagement contract. If the review volume far exceeds the scope covered by the basic annual fee, or involves major restructuring, cross-border transactions, or other special projects, additional fees may be charged separately. There is no unified government pricing for legal fees, and the fees are negotiated between the parties and governed by the contract. Compared with the potential losses caused by contract loopholes, the investment in preliminary review is usually very cost-effective. It is recommended to clarify the number and types of contracts reviewed included in the annual fee at the time of signing the contract, and how to charge for the exceeding part to avoid subsequent disputes. For occasional complex contracts, it can be evaluated separately to determine whether to include them in the regular review or handle them as special projects.

Q4: How long does it usually take to submit a contract to a regular legal advisor for review?

It depends on the length and complexity of the contract. For standard procurement and labor-related contracts, legal advisors usually provide feedback within one to three working days. For structurally complex contracts such as franchising, investment and financing, and intellectual property licensing, it may take a week or even longer to complete the qualification verification and clause comparison. Urgent contracts can be negotiated for expedited review, but expedited review should not compromise the quality of the review. Overall, the regular review under the standard legal framework is much faster than temporary external hiring. It is recommended that enterprises establish a contract submission process, plan the signing deadlines in advance, and avoid submitting urgent contracts on Friday afternoons. For major contracts, it is advisable to reserve sufficient review windows.

Q5: I want to ask the legal consultant to review the contract for me. What should I do specifically in the first step?

It is recommended to follow four steps: First, organize the draft contract and the transaction background, explaining the commercial purpose, the information about the counterparty, and the non-negotiable terms; Second, submit it through the agreed communication channels and mark the review focus and time limit requirements; Third, require the consultant to provide a written review opinion, listing the risk level and modification suggestions, and keep the communication records for important contracts; Fourth, negotiate and modify the contract based on the review opinion and the counterparty's requirements, and invite the consultant to participate in the negotiation or draft an alternative version for difficult clauses. Throughout the process, avoid only providing oral consultations without leaving a record. If the consultant finds major issues such as the franchisor's qualifications or trademark defects during the review, the transaction plan should be adjusted in a timely manner, and if necessary, seek professional assistance.Special services and other case-related services.

The above questions and answers are mainly based on the judicial practice in Beijing. There may be differences in the interpretation of the law in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, to avoid missing the statutory time limits. →Intellectual property protection legal services·Attorney Wang Fangli·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In the event of a dispute, please consult a practicing lawyer in a timely manner.