Contract Review Checklist – Comprehensive Guide
While every contract is different, we wanted to put together as comprehensive a checklist as possible on how to review contracts.
Remove items from the checklist that aren’t applicable to you.
| Parties Involved | * Verify the legal names and addresses of all parties * Confirm the authorities of the signatories |
| Scope of Work / Deliverables | * Clarify the specific goods or services being provided * Confirm any specifications or standards to be met |
| Financial Terms | * Review payment amounts * Review payment scheduile * Review payment methods * Confirm taxes & expenses * Confirm late payment penalties or interest |
| Duration | * Check effective date * Check contract duration * Understand terms for renewal and/or extension |
| Termination Clauses | * Assess conditions under which contract can be terminated * Review notice periods and process for termination * Understand rights and obligations post termination * Note any survival clauses for obligations that continue after termination |
| Obligations and Responsibilities | * Verify duties of all parties * Confirm reporting requirements |
| Liability and Indemnification | * Review limits on liability and any exclusions that might apply * Understand indemnity obligations |
| Intellectual Property Rights | * Identify ownership and use rights for any intellectual property * Review licensing provisions if applicable |
| Confidentiality and non-Disclosure | * Check the scope and duration of confidentiality obligations * Understand the implications for both parties |
| Dispute Resolution | * Look for governing law and jurisdiction * Review any arbitration or mediation clauses |
| Compliance and Legal Requirements | * Ensure contract complies with relevant laws and regulations * Confirm any necessary approvals or permits |
| Representations and Warranties | * Understand any assurances provided by each party * Note any disclaimers or limitations |
| Performance and Milestones | * Identify key performance indicators and milestones * Look for performance guarantees or warranties |
| Insurance | * Confirm requirements for insurance coverage |
| Risk Management & Management | * Understand how risks are being allocated between parties *** * Perform a risk assessment to identify potential issues |
| Force Majeure | * Check for provisions excusing performance due to unforeseen events * Confirm the process for notifying other parties of force majeure events |
| Amendments and Waivers | * Check the process for making amendments to the contract * Understand the implications of waiving rights under the contract |
| Attachments, Exhibits or Schedules | * Review all attachments, exhibits or schedules that form part of the contract |
| Notices | * Verify the correct addresses and methods for formal communication * Understand any specific requirements for notice to be effective |
| Subcontracting and Assignment | * Review any restrictions on subcontracting or assignment of rights * Understand consent requirements for transferring obligations |
| Counterparts and Electronic Signatures | * Determine if signing in counterparts is allowed * Confirm the acceptability of electronic signatures |
| Recitals | * Review the background information to understand the context * Ensure the purpose of the contract is clearly stated |
| Business Considerations | * Evaluate the contract’s alignment with business objectives and strategy * Consider the practical implications for fulfilling the contract terms |
| Review by Legal Counsel | * Have legal counsel review |
Published
January 26, 2024
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Disclaimer
The contents of this website do not constitute legal advice and are provided for general information purposes only. You should seek appropriate legal advice before taking or refraining from taking any action based on the contents of this website. We accept no responsibility for any errors, omissions or misleading statements on this website, or for any loss which may arise from the use of information contained on this website.