Contract Review Checklist – Comprehensive Guide

Picture of a checklist
Philip Reynolds
byPhilip Reynolds
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.

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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