Contract Review, Approval, Signature Authority, and Intake Policy
For Informational Purposes Only
A startup-ready deal-governance package that routes contracts through intake, risk tiering, functional review, negotiation, approvals, signature authority, repository controls, obligations, renewals, amendments, deviations, and emergency exceptions.
Why You Need This
Most startups have no formal process for how contracts get reviewed, approved, and signed. The sales team sends a vendor agreement to the CEO on Slack, the CEO signs it on a phone while boarding a flight, and no one reviews the indemnification clause, the auto-renewal, or the IP assignment buried in Exhibit B. This works until it does not — and when it fails, it fails expensively. An unauthorized signature on a contract with uncapped liability, an auto-renewed lease no one tracked, a vendor agreement that assigns your IP without your engineering team noticing — these are not hypothetical risks. They are the most common legal problems that surface during due diligence, and they are entirely preventable with a basic contract governance policy.
What Is in the Package
The template establishes a complete contract lifecycle governance framework calibrated for growth-stage companies. It covers contract intake and request procedures, risk tiering (which determines the depth of review and approval level required), functional review assignments (legal, finance, security, privacy, engineering, operations), negotiation authority and playbook integration, approval chains by contract type and value, signature authority delegation (who can bind the company and at what thresholds), executed-contract repository and metadata requirements, obligation tracking and key-date management, renewal and expiration controls, amendment and change-order procedures, deviation and exception approvals, emergency signature authority for time-critical situations, and training and compliance monitoring.
Key Provisions Explained
Risk Tiering
Not every contract needs the same level of review. A $500/month SaaS subscription is not the same as a multi-year enterprise license with custom SLA commitments. The template uses a risk-tiering system that routes contracts through different review depths based on value, term, liability exposure, data-processing scope, IP implications, and regulatory sensitivity. Tier 1 contracts (highest risk) require full cross-functional review and board or C-level approval. Tier 3 contracts (routine) may be approved by a department head using pre-approved templates with no substantive deviation. This prevents the two failure modes that plague growing companies: over-lawyering routine contracts so nothing ships on time, and under-reviewing material contracts so dangerous terms slip through.
Signature Authority Matrix
The signature authority matrix is the single most important governance control in the policy. It defines exactly who can bind the company to contractual obligations, at what value thresholds, and for what categories of agreement. The CEO may have unlimited authority, the VP of Sales may sign customer contracts up to $500K annual value, the head of procurement may sign vendor agreements up to $100K, and no one below director level may sign anything without specific delegation. This matrix prevents unauthorized commitments and creates the clear authority record that acquirers and auditors expect.
Obligation Tracking
Signing a contract is the beginning, not the end. The template requires that every executed contract be entered into a central repository with key metadata: parties, effective date, term, renewal and termination dates, financial commitments, key obligations, SLA requirements, insurance requirements, and notification deadlines. This obligation-tracking requirement prevents the most common post-execution failures: missed renewal opt-out dates, lapsed insurance requirements, forgotten delivery milestones, and SLA commitments that no one is monitoring.
Deviation and Emergency Authority
No policy survives contact with reality without an exception process. The template includes a structured deviation procedure — when a business team needs to accept a non-standard term, they document the deviation, the business justification, and the risk assessment, and route it to the appropriate approval level. For genuine emergencies (a critical vendor contract that must be signed before a weekend deadline to prevent service interruption), the policy provides temporary emergency signature authority with mandatory post-execution ratification and documentation. This prevents the common failure where teams bypass the policy entirely because it has no mechanism for legitimate urgency.
Amendments and Renewals
Contract amendments and renewals require the same governance as original agreements — but in practice they often receive less scrutiny because the parties treat them as “just an update.” The template routes amendments through the same risk-tiering and approval process as new contracts, and it establishes affirmative renewal controls so that auto-renewing agreements are reviewed before the opt-out window closes rather than discovered after it passes.
Included Schedules
Four schedules support the policy: a Contract Intake and Risk-Tiering Matrix classifying agreements by value, risk, and required review depth; a Signature Authority and Delegation Register listing authorized signatories, thresholds, and delegation chains; a Obligation Tracker and Key-Date Calendar for monitoring renewal dates, termination windows, and compliance deadlines; and a Deviation, Exception, and Emergency Log documenting non-standard approvals and post-execution ratifications.
When to Use This Template
Every company that signs contracts — which is every company — needs a contract review and approval policy. The question is when the informal process breaks. For most startups, that inflection point comes between 20 and 50 employees, when the CEO can no longer personally review every agreement and the volume of vendor, customer, partner, and employment contracts exceeds what any single person can track. Adopt this policy before you reach that point, not after a material contract slips through without review.
Important Limitations
This is a drafting master. You must set signature authority thresholds appropriate to your company’s size and stage, define risk-tiering criteria for your contract portfolio, assign functional reviewers, and implement the repository and obligation-tracking infrastructure. The policy should be reviewed against your certificate of incorporation, bylaws, board resolutions, and any investor consent rights that govern contract commitments. Train every person with signature authority on the policy before it takes effect.
Need help customizing this template for your business? Contact Montague Law to schedule a consultation and get this document reviewed by our team.
This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in your jurisdiction before using any legal document.