Contract Review Checklist: What to Check Before Signing a Contract

Signing a contract can create important legal, financial, and commercial obligations. Whether you are entering into a business agreement, employment contract, service agreement, partnership arrangement, purchase agreement, lease, technology contract, or another type of legal document, it is important to understand what you are agreeing to before you sign.

A contract should not be reviewed merely to determine whether the language appears reasonable. A proper contract review should identify the parties’ rights and obligations, financial commitments, potential liabilities, termination rights, dispute mechanisms, and other provisions that could materially affect your interests.

This contract review checklist provides a practical framework for reviewing an agreement before signing it.

Important: This article provides general information and is not a substitute for legal advice tailored to a particular contract, transaction, jurisdiction, or set of circumstances.

Why Contract Review Matters

A contract may appear straightforward while containing provisions that create significant obligations.

For example, an agreement might include:

• Automatic renewal provisions
• Long notice periods
• Broad indemnification obligations
• Significant liability exposure
• Restrictions on terminating the agreement
• Intellectual property assignments
• Confidentiality obligations
• Non-compete or non-solicitation provisions
• Unfavorable payment terms
• Dispute resolution requirements
• Foreign governing law
• Mandatory arbitration
• Strict deadlines
• Performance requirements
• Penalties or other contractual remedies

A careful review helps identify these provisions before they become problems.

Contract Review Checklist

1. Identify the Parties to the Contract

Start by confirming exactly who is entering into the agreement.

Check:

• Full legal names of all parties
• Company names
• Business entities
• Individual names
• Registration details where applicable
• Addresses
• Notice addresses
• Authorized representatives
• Correct contracting entity

Make sure the entity signing the contract is the entity that should actually be responsible for the obligations.

For companies, this is particularly important because businesses may operate through multiple subsidiaries, affiliates, trading names, or related entities.

A contract should clearly identify the legal parties rather than relying solely on informal business names.

2. Confirm the Purpose and Scope of the Agreement

Determine what the contract is actually intended to accomplish.

Ask:

• What services, goods, rights, or obligations are covered?
• What is excluded?
• What exactly is each party expected to provide?
• Are the services described sufficiently clearly?
• Are technical specifications incorporated?
• Are schedules or appendices part of the contract?
• Are there assumptions underlying the agreement?

Ambiguous scope can lead to disagreements later.

The agreement should provide enough detail for the parties to understand what performance is expected.

3. Review the Commercial Terms

Carefully examine all financial provisions.

Check:

• Contract price
• Fees
• Payment schedule
• Deposit requirements
• Milestone payments
• Taxes
• Currency
• Invoicing requirements
• Payment deadlines
• Late-payment consequences
• Expenses
• Price adjustments
• Refunds
• Credits
• Commissions
• Discounts

Do not focus only on the headline price.

A contract with a low initial price could become expensive because of additional charges, automatic increases, renewal fees, penalties, or reimbursable expenses.

4. Check the Contract Term and Important Dates

Identify when the agreement begins and ends.

Look for:

• Effective date
• Start date
• End date
• Renewal date
• Delivery dates
• Milestone dates
• Payment dates
• Notice deadlines
• Expiration dates
• Review periods

Determine whether the contract automatically renews.

If automatic renewal applies, determine:

• How long the renewal period is
• How much notice is required to prevent renewal
• How notice must be delivered
• Whether fees increase upon renewal

Missing a renewal deadline can result in an unintended continuation of the contract.

5. Examine Each Party’s Obligations

Identify what every party is required to do.

For each obligation, ask:

• What must be delivered?
• When must it be delivered?
• Who is responsible?
• What standard applies?
• What happens if performance is delayed?
• What happens if performance is incomplete?

Avoid relying on general statements such as “reasonable efforts” where a more precise obligation is appropriate.

Important obligations should be sufficiently clear to minimize disputes about what constitutes performance.

6. Review Deliverables and Acceptance Criteria

If the contract involves services, software, consulting, construction, design, manufacturing, or other deliverables, examine the acceptance provisions.

Determine:

• What must be delivered?
• When must it be delivered?
• How will delivery be verified?
• Who determines whether the deliverable is acceptable?
• What happens if the deliverable is rejected?
• Is there a correction period?
• What happens if defects remain?

Clear acceptance criteria can significantly reduce disputes.

7. Examine Representations and Warranties

Representations and warranties can create important legal obligations.

Review statements concerning:

• Authority to enter the agreement
• Ownership
• Compliance with laws
• Accuracy of information
• Quality standards
• Performance
• Intellectual property rights
• Absence of infringement
• Regulatory compliance

Consider whether warranties are:

• Too broad
• Too narrow
• Unlimited
• Subject to disclaimers
• Limited by time
• Supported by specific remedies

Also determine whether a breach of warranty triggers termination, damages, indemnification, or another remedy.

8. Review Confidentiality Obligations

Confidentiality provisions should be reviewed carefully where sensitive information will be exchanged.

Check:

• What qualifies as confidential information?
• How may confidential information be used?
• Who may receive it?
• Are employees and contractors covered?
• How long does confidentiality continue?
• What information is excluded?
• What happens after termination?
• Must information be returned or destroyed?

Pay attention to whether confidentiality obligations survive the expiration or termination of the agreement.

9. Check Intellectual Property Rights

Intellectual property provisions can have significant long-term consequences.

Determine who owns:

• Copyright
• Software
• Source code
• Designs
• Reports
• Documents
• Databases
• Inventions
• Trademarks
• Trade secrets
• Business materials
• Pre-existing intellectual property

Distinguish between:

Background intellectual property

Property that existed before the contract.

Project-created intellectual property

Property created during performance of the contract.

The contract should clearly establish ownership and licensing rights.

10. Examine Liability Provisions

Liability clauses determine the financial exposure of the parties.

Look for:

• Liability caps
• Unlimited liability
• Exclusions of liability
• Consequential damages exclusions
• Indirect damages exclusions
• Lost-profit exclusions
• Data-loss liability
• Personal injury liability
• Property damage liability

Pay particular attention to exceptions to liability caps.

A contract may contain a general liability limitation while allowing unlimited liability for certain categories of claims.

11. Review Insurance Requirements

Some contracts require one or both parties to maintain insurance.

Check:

• Required policies
• Coverage limits
• Policy periods
• Additional insured requirements
• Proof of insurance
• Professional liability insurance
• General liability insurance
• Cyber insurance
• Workers’ compensation insurance
• Vehicle insurance

Confirm that the insurance obligations are commercially realistic and compatible with the actual risks involved.

12. Examine Indemnity Clauses

Indemnification provisions can create substantial financial exposure.

Determine:

• Who indemnifies whom?
• What claims are covered?
• Are third-party claims covered?
• Are direct losses covered?
• Does the indemnity include legal expenses?
• Is there a liability cap?
• Are there exclusions?
• Who controls the defense?
• Can the indemnifying party settle claims?

An indemnity should be considered together with the contract’s overall liability provisions.

13. Review Termination Rights

Determine how the agreement can end.

Common termination mechanisms include:

• Termination for convenience
• Termination for breach
• Termination for non-payment
• Termination for insolvency
• Termination for regulatory reasons
• Termination following a change of control
• Termination after prolonged force majeure

Check:

• Required notice
• Cure periods
• Termination fees
• Early termination charges
• Consequences of termination
• Continuing obligations

A contract that allows only one party broad termination rights may create an imbalance in commercial risk.

14. Check Default and Remedies

Determine what happens when a party fails to perform.

Potential remedies include:

• Damages
• Specific performance
• Replacement services
• Repair or correction
• Refunds
• Credits
• Suspension
• Termination
• Interest
• Contractual penalties

Check whether remedies are exclusive or cumulative.

Also determine whether there are contractual cure periods before a party can exercise a remedy.

15. Examine Dispute Resolution

Review how disputes must be handled.

Possible mechanisms include:

• Negotiation
• Mediation
• Arbitration
• Court proceedings
• Expert determination

Check:

• Where disputes must be resolved
• Which institution administers arbitration
• Number of arbitrators
• Language of proceedings
• Applicable procedural rules
• Allocation of legal costs
• Available interim remedies

The dispute resolution clause can materially affect the cost and practical difficulty of enforcing contractual rights.

16. Check the Governing Law

Identify the law that governs the contract.

For example, the contract may specify that it is governed by the laws of a particular:

• Country
• State
• Province
• Territory

Governing law can affect how contractual provisions are interpreted and what remedies are available.

If the transaction involves parties in different jurisdictions, the governing-law provision deserves particular attention.

17. Review Compliance Obligations

Contracts may impose legal and regulatory compliance requirements.

Depending on the transaction, review provisions relating to:

• Data protection
• Privacy
• Anti-bribery laws
• Sanctions
• Export controls
• Employment laws
• Industry regulations
• Consumer protection
• Environmental requirements
• Financial regulations
• Information security

Determine which party is responsible for compliance and whether compliance obligations continue after termination.

18. Examine Assignment and Subcontracting

Determine whether either party can transfer its rights or obligations.

Check whether the contract permits:

• Assignment
• Subcontracting
• Transfers to affiliates
• Transfers following a merger
• Transfers following a sale of the business

Some contracts prohibit assignment without written consent.

Others allow assignment in specified circumstances.

These provisions can become particularly important during mergers, acquisitions, restructurings, or business sales.

19. Review Force Majeure Provisions

Force majeure provisions address circumstances beyond a party’s reasonable control.

Potential events may include:

• Natural disasters
• War
• Government action
• Strikes
• Epidemics
• Infrastructure failures
• Utility failures
• Cyber incidents
• Transportation disruptions

Check:

• What events are covered
• Notice requirements
• Mitigation obligations
• Suspension periods
• Payment obligations
• Termination rights

Do not assume that every unexpected event automatically excuses contractual performance.

The wording of the clause matters.

20. Examine Notices and Communications

Determine how formal notices must be delivered.

The contract may require notices to be sent by:

• Email
• Registered mail
• Courier
• Hand delivery
• Electronic platform

Check the specified addresses and notice procedures.

A party may have a contractual obligation to update its contact details.

Failure to follow the contractual notice procedure can sometimes affect whether a notice is legally effective.

21. Look for Boilerplate Provisions

Do not ignore provisions simply because they appear near the end of the contract.

Important boilerplate clauses can include:

• Entire agreement
• Amendment
• Waiver
• Severability
• Counterparts
• Electronic signatures
• Relationship of the parties
• No partnership
• No agency
• Survival
• Further assurances
• Publicity
• Third-party rights

These provisions can affect how the contract is interpreted and enforced.

22. Compare the Contract With Related Documents

A contract may incorporate other documents.

Check whether it refers to:

• Schedules
• Statements of work
• Purchase orders
• Policies
• Technical specifications
• Exhibits
• Attachments
• FDDs
• Operating procedures
• Service-level agreements
• Privacy policies
• Terms and conditions

Make sure all referenced documents are available and review them together.

23. Watch for Ambiguous or One-Sided Language

Look for provisions that give one party significantly greater control.

Examples include:

• Unilateral price increases
• Unilateral amendments
• Broad discretion
• Automatic renewal
• Extensive indemnification
• Unlimited liability
• Very short payment periods
• Long termination notice
• One-sided termination rights
• Broad intellectual property assignments
• Extensive audit rights

Also watch for vague language such as:

• “As reasonably determined by…”
• “Sole discretion”
• “From time to time”
• “As necessary”
• “Materially satisfactory”
• “Best efforts”

Such wording may require closer consideration depending on the transaction.

24. Check for Missing Terms

A contract can create risk not only because of what it says, but also because of what it fails to say.

Ask whether the agreement addresses:

• Payment
• Delivery
• Performance standards
• Ownership
• Confidentiality
• Liability
• Insurance
• Termination
• Dispute resolution
• Governing law
• Data protection
• Intellectual property
• Post-termination obligations

If an important commercial issue is missing, it may be better to address it before signing.

25. Review the Contract From a Risk Perspective

After reviewing individual provisions, step back and consider the contract as a whole.

Ask:

• What is my biggest financial risk?
• What happens if the other party breaches?
• What happens if I breach?
• Can I terminate?
• How much notice is required?
• What obligations survive termination?
• Could I be liable for third-party claims?
• Who owns the intellectual property?
• Could the contract renew automatically?
• Where would a dispute be resolved?
• What law applies?
• Are there obligations that could become expensive over time?

The goal is not simply to understand every clause individually.

The goal is to understand the overall risk allocation created by the contract.

Quick Contract Review Checklist

Before signing, consider whether you have reviewed the following:

• Correct legal names of all parties
• Contract purpose
• Scope of work
• Deliverables
• Acceptance criteria
• Fees and payment terms
• Taxes and expenses
• Contract term
• Renewal provisions
• Important deadlines
• Each party’s obligations
• Representations and warranties
• Confidentiality
• Intellectual property
• Data protection
• Insurance
• Liability limitations
• Indemnification
• Termination rights
• Default provisions
• Remedies
• Dispute resolution
• Governing law
• Compliance obligations
• Assignment
• Subcontracting
• Force majeure
• Notice provisions
• Boilerplate provisions
• Related documents
• Missing terms
• One-sided provisions
• Overall commercial and legal risk

When Should You Have a Contract Professionally Reviewed?

Professional contract review may be particularly useful when:

• The contract involves substantial financial commitments.
• The agreement will remain in force for several years.
• You are accepting significant liability.
• The contract contains indemnification obligations.
• Intellectual property is being transferred.
• Confidential information will be exchanged.
• The transaction involves multiple jurisdictions.
• The agreement contains complex termination provisions.
• You are entering into a partnership or investment arrangement.
• You are purchasing or selling a business or major asset.
• The contract contains unfamiliar legal terminology.
• You are unsure about your rights or obligations.
• The other party has provided a heavily negotiated agreement.
• The consequences of a breach could be significant.

A professional review can help identify provisions that deserve clarification, negotiation, or additional protection before the agreement is signed.

What a Contract Review Can Cover

A contract review can focus on different areas depending on the transaction and the client’s objectives.

For example, a review may examine:

Legal Risk

Identifying provisions that may create unfavorable legal exposure.

Commercial Risk

Assessing payment obligations, pricing, renewal terms, deliverables, and performance requirements.

Liability

Reviewing liability caps, exclusions, indemnities, warranties, and remedies.

Termination

Assessing when and how the parties can terminate the agreement.

Intellectual Property

Reviewing ownership, licensing, assignment, and usage rights.

Confidentiality

Examining how confidential and proprietary information is protected.

Dispute Resolution

Reviewing arbitration, litigation, jurisdiction, and governing-law provisions.

Contractual Obligations

Explaining the practical obligations imposed on each party.

A Practical Contract Review Process

A structured review can generally follow these steps:

Step 1: Understand the Transaction

Determine what the parties are trying to accomplish.

Step 2: Identify the Parties

Confirm the legal identity and authority of each contracting party.

Step 3: Review the Commercial Terms

Examine price, payment, delivery, performance, and financial obligations.

Step 4: Review Legal Protections

Analyze confidentiality, intellectual property, warranties, indemnities, and liability.

Step 5: Review Exit Rights

Determine how the agreement can be terminated and what happens afterward.

Step 6: Review Dispute Provisions

Understand where and how disputes will be resolved.

Step 7: Identify Risk

Highlight provisions that may expose a party to significant legal or financial consequences.

Step 8: Consider Negotiation

Determine whether provisions should be clarified, amended, removed, or renegotiated.

Step 9: Finalize the Agreement

Only sign after the important commercial and legal issues have been adequately addressed.

Final Thoughts

A contract should be understood before it is signed, not after a dispute arises.

The most important provisions are often not the first ones you see. Payment obligations, renewal provisions, indemnification, liability limitations, intellectual property rights, termination provisions, governing law, and dispute resolution clauses can significantly affect your legal and financial position.

Using a structured contract review checklist helps ensure that important provisions are not overlooked.

If an agreement is commercially important, unusually complex, or creates significant legal exposure, professional review can help you better understand the obligations you are undertaking and identify provisions that may require clarification or negotiation.

Need a Contract Reviewed?

If you have a contract, agreement, or other legal document that needs professional review, you can request contract review services through Fiverr.

The review can focus on identifying potentially unfavorable provisions, explaining contractual obligations, assessing key risks, and highlighting provisions that may warrant clarification or negotiation before signing.

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