Reviewing a public sector contract before you bid

A public sector contract is published with the tender, priced by the bidder, and signed in the form published, because the buyer cannot materially change it after award without risking a challenge. The negotiation happens, if at all, through clarification questions before the deadline, and the risks that remain have to be in the price. I review the contract at tender stage and return a note of the risks, the clarification questions worth asking, the terms that will not move, and what each means for the bid, for a fixed fee of £895 in five working days.

Who this is for

Businesses in England and Wales bidding for contracts with central government, local authorities, the NHS, schools, housing associations and other public bodies, who have been sent the contract terms with the invitation to tender and need to understand them before pricing and submitting.

What to look for in a public sector contract before you bid

What can be changed and when

Public procurement under the Procurement Act 2023 limits the buyer's ability to amend the published terms after award, so the review is clear about timing: points that matter must be raised as clarification questions before the tender deadline, the buyer's answers are published to all bidders, and the bid is submitted on the terms as clarified. The note drafts the clarification questions in a form a procurement officer can answer, and says which points to price rather than ask.

Liability, indemnities and insurance

Public sector terms typically cap the supplier's liability at a stated sum or a multiple of the charges, exclude the buyer's liability almost entirely, and add indemnities for data, IP, personal injury and regulatory losses, with insurance requirements at levels the supplier must evidence at award. The review checks that the caps and insurance levels are ones the supplier's policies support, that the indemnities are limited to the supplier's fault, and flags any uncapped exposure for the pricing.

Transparency, publication and information requests

Public buyers publish contracts and may be required to disclose information about them under the Freedom of Information Act 2000, and the terms will say that the supplier's commercial information may be disclosed subject to limited exemptions, and require the supplier to help the buyer respond to requests. The review identifies what the supplier can mark as commercially sensitive, and what it should expect to become public, including pricing schedules.

Staff, TUPE and social value

Where the contract replaces an existing service, the buyer's staff or the incumbent's may transfer to the supplier under the Transfer of Undertakings (Protection of Employment) Regulations 2006, with pension and terms obligations the tender should disclose, and the review checks what information has been given, what the contract requires on exit, and how to price the risk. Social value commitments, local employment and apprenticeship obligations are contractual once bid, and the review reads them as such.

KPIs, payment, termination and change

The review examines the performance regime (KPIs, service credits, improvement plans and termination triggers), the payment mechanism and invoicing rules, the buyer's termination rights (for convenience, for change of control, for the supplier's conduct elsewhere) and the change control procedure, and says what each means in practice: a contract with termination for convenience on short notice and no compensation for committed costs is priced differently from one with a minimum term, and the note says how.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Can we mark up the contract and submit it with our bid?

Usually not, and doing so may make the bid non-compliant. The review turns the mark-up into clarification questions submitted through the procurement portal before the deadline, and tells you what to price if the answers do not help.

The liability cap is low but the indemnities look unlimited. Will the buyer change that?

Public buyers rarely change indemnities after publication, but a clarification question can confirm that indemnities are limited to third-party claims arising from the supplier's fault, which is often what the buyer intended. The note drafts the question.

What does a review at tender stage cost against a review after award?

The same fee, but a review after award is a review of what you have already agreed. The value is at tender stage, when clarification questions can still change the answer and the price can reflect what remains.

Related guidance and services

• Contract review, £895, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a framework agreement and call-off terms
• Reviewing a council contract for a local supplier

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.