# Contract review: legal analysis of terms and risks

> Contract drafting and review in Ukrainian and English: legal analysis of terms and risks, proposed amendments and assistance in agreeing them with the counterparty.

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We draft and review contracts for organizations in Ukrainian and English: we analyze the terms, identify legal and commercial risks, propose amendments and assist you in agreeing them with the counterparty.

We analyze the contract in light of your interests in the transaction, prior arrangements and the business purpose of the deal. We clearly point out the provisions that should be adjusted, explain their potential risks and draw up a list of issues to agree with the counterparty before signing.

Legal support within the UHY Prostir group is provided by the Olha Petrukhina Law Firm\*. The firm’s attorneys and lawyers carry out the legal review of the contract and make the necessary amendments, while UHY Prostir tax consultants, as a separate engagement, work on the tax consequences of the transaction and how it’s reflected in the accounts.

## How we can assist you

- Review a counterparty’s contract and propose changes to unfavorable or risky terms.
- Assess the risks of a major or non-standard transaction and protect your interests in the contract.
- Review an English-language contract with a foreign counterparty, taking the governing law into account.
- Update an existing contract or prepare an amendment.
- Assess your position under a contract in a dispute with the counterparty.
- Update your company’s standard contracts.
- Get an external legal review of contracts or an independent assessment of a draft.

## Our services

- Contract drafting. We prepare a contract or an amendment based on your agreements, or update the company’s template contracts.
- Contract review. We review a contract sent by the counterparty or your own draft, explain the risks and propose changes.

## Service fees

There’s no fixed price: we assess each task individually based on the lawyer’s hours. Our fees are based on:

- the size and complexity of the contract;
- the number of annexes;
- the language of the document;
- the governing law;
- urgency.

Assistance in negotiations with the counterparty is paid separately. We set out the scope of services, fees and timeline in our proposal and record them in the relevant agreement.

Translation, notary and external expert services aren’t included in the fee for legal services. You pay any additional costs only after we’ve agreed on them with you.

## Getting started

1. **Tell us what you need**\
Submit a request or contact us. Tell us which contract needs to be prepared or reviewed and when you need the result.
2. **Provide information for a proposal**\
We’ll clarify the purpose of the transaction, your role and your priorities during a call. This helps us define the scope of services and the timeline.
3. **Review our proposal**\
You’ll receive the scope of services, the fee and the timeline. We’ll discuss your questions and agree on the terms.
4. **We sign the agreement**\
We send you a draft agreement with the agreed terms, in Ukrainian and English if needed. You review it and return it with comments or confirmation of your approval. We agree on the final version, sign the agreement and move on to planning our cooperation.

## Our process

After the agreement is signed, we provide our services in the following stages:

1. **We study the documents**\
We analyze the contract, or the agreements that need to be included in a new contract, taking into account your role in the transaction.
2. **We prepare amendments or a draft contract**\
We explain the risks and propose changes — as comments, tracked changes or a new version.
3. **We discuss the result**\
We answer your questions and work with you to finalize the proposals for the counterparty.
4. **We assist in agreeing the terms**\
By agreement, we take part in negotiations with the counterparty and check the final version before signing.

## What you can expect

Depending on the agreed task, you’ll receive:

- The contract with the lawyer’s comments and amendments, or a new draft contract based on your agreements.
- An explanation of material legal risks and their possible consequences.
- Alternative wording for disputed terms.
- A list of points for negotiations with the counterparty.
- A final version of the contract reflecting the agreed changes.

The lawyer assesses the terms and their consequences, while you make the decision on commercial risks and on signing the contract.

## Why clients choose UHY Prostir

We combine our experience in Ukraine with the international experience of the UHY International network to serve Ukrainian and international clients.

- Independence, integrity and objective professional judgment.
- In business since 2003.
- A member of UHY International, a global network of specialists in audit, tax and consulting: 340 offices in 95 countries and over 10,000 professionals.
- Doing business abroad: if you already have a business in another country or plan to open and grow one, we can assist by connecting you with our UHY International office in that country, where you can discuss registration, accounting, tax and audit matters.
- Remote collaboration where the nature of the engagement allows.
- Communication and document preparation in Ukrainian and English.

\* The legal services described on this page are provided by the Olha Petrukhina Law Firm. The firm is part of the UHY Prostir group and is solely responsible for the services it provides. The legal and attorney services referred to on this page are provided by the firm’s team. Tax advice is provided by UHY Prostir.

## Frequently asked questions

### Should you review a counterparty’s standard contract

Yes. A standard contract is usually drafted in favor of the party that prepared it. We review it in light of your role in the transaction and explain which terms should be changed and which can be accepted.

### Which contract terms most often create risks

Terms on the subject matter and the parties’ obligations, deadlines and acceptance of results, price, advance payments and payment procedure, penalties, damages and limitations of liability. Also the procedure for amending and terminating the contract, force majeure, governing law and dispute resolution. Depending on the transaction or at your request, we also review other terms: confidentiality, personal data and intellectual property. You can also have only specific terms reviewed — we then take into account how they connect with the rest of the contract.

### What if the counterparty doesn’t accept the amendments

We prepare a protocol of disagreements (a document listing the parties’ differences on the terms) or a table of amendments with arguments for each one. We explain which terms are critical for you and where you can compromise. By separate agreement, we take part in negotiations and check the final version before signing.

### In what form do you return the contract

Depending on the task: with comments, with tracked changes or as a new version. We agree on the format when we sign the agreement.

### What if an unfavorable contract has already been signed

We analyze the existing obligations, risks and possible actions: changing the terms through an amendment, terminating the contract or resolving the disagreements with the counterparty. If the dispute goes to court, an attorney (advokat, a licensed lawyer in Ukraine) of the firm can represent you.

### Can a contract be concluded in electronic form

Yes. A contract can be concluded in electronic form and signed with the parties’ qualified electronic signatures (QES). We check whether the law requires a special form for your contract, such as notarization.

### Do you work with contracts in English

Yes. We draft and review contracts in English and agree amendments with the foreign counterparty. Before we start, we clarify the governing law and the scope of the review: the English language of a contract doesn’t by itself determine which country’s law applies to it.

### Do you check the counterparty before signing

Yes, at your request. We define the scope of such a check separately.

### How long does a contract review take

The duration depends on the scope and complexity of the work, the readiness of documents and how promptly your team provides information. We set out an estimated timeline in our proposal and record the schedule in the agreement. If you need the results urgently, please tell us when you contact us. If the scope of work changes after the agreement is signed, we record the new timeline in an addendum to the agreement.

### Can we engage you for a one-off task without ongoing services

Yes. You can order a one-off task, for example a review of a single contract or an update of a set of template contracts, without ongoing services. We’ll review your request and documents and send you a proposal setting out the scope of services, fees and timeline.

### Who assesses the tax consequences of a contract

UHY Prostir tax consultants: they assess the tax consequences of the transaction and how it’s reflected in the accounts. This is a separate engagement with a separate proposal.

### What documents are needed to get started

The contract with all annexes, a description of the purpose of the transaction and your questions. If material agreements are recorded in correspondence or a commercial proposal, please provide those as well.

## Insights

Practical articles on audit, accounting, HR administration, reporting, payroll, tax and legal matters.

- [Contract Expertise](https://www.uhy-prostir.com/en/blog-en/contract-expertise/index.html.md): Legal contract review plays a crucial role in ensuring the reliable operation of a business. (2024-12-30)
- [Analysis of Loan Agreements Before Signing](https://www.uhy-prostir.com/en/blog-en/analysis-of-loan-agreements-before-signing/index.html.md): Arranging a loan agreement is an important step that involves long-term financial obligations. (2025-02-20)
- [Related Audit Services](https://www.uhy-prostir.com/en/blog-en/related-audit-services/index.html.md): Every day, businesses face new challenges: changes in legislation, growing regulatory requirements and the need for financial transparency. We explain what related audit services are and when a business needs them. (2025-03-24)
- [An online store's remote team: contracts and electronic signatures](https://www.uhy-prostir.com/en/our-cases-en/hr-records-for-an-online-store-with-a-remote-team/index.html.md): Online store case study: employment vs. civil-law contracts for a remote team in Ukraine and electronic signing of documents.

## Contacts

- Email: hello@uhy-prostir.com
- Address: 14 Vasylkivska St., STEND Business Center, office 315, Kyiv
- Request a proposal: https://www.uhy-prostir.com/en/contacts/#contact-form