Contract Review Checklist – Comprehensive Guide
byPhilip Reynolds
January 26, 2024
January 26, 2024
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 |