Part 1: The Basics
- ☐ Are all parties correctly named with their legal names?
- ☐ Is the effective date filled in?
- ☐ Are all referenced exhibits and schedules attached?
- ☐ Is the scope of work or services clearly and specifically described?
- ☐ Are there any blank spaces that need to be filled or crossed out?
Part 2: Money and Payment
- ☐ Are all fees, rates, and totals correctly stated?
- ☐ Is the payment schedule clear (one-time, monthly, milestone-based)?
- ☐ Are late payment penalties specified and reasonable?
- ☐ Are there hidden costs — expenses, surcharges, additional services?
- ☐ Is there an automatic price escalation clause?
Part 3: Risk and Liability
- ☐ Are liability caps reasonable and mutual (not one-sided)?
- ☐ Is indemnification mutual — or does it only protect one party?
- ☐ Are confidentiality obligations clearly defined with reasonable scope?
- ☐ Are IP ownership and license terms clearly stated?
Part 4: Exit and Disputes
- ☐ Is there a clear termination process with reasonable notice periods?
- ☐ Does the contract auto-renew? If so, what is the cancellation deadline?
- ☐ Where will disputes be resolved — and do you agree with that jurisdiction?
- ☐ Is there a mandatory arbitration clause that limits your legal options?
How to Use This Checklist
Go through each item in order. For any item you check 'no,' decide whether it's a dealbreaker or a negotiating point. Not every contract needs to be perfect — but you should understand every risk before you sign.
For a faster approach, upload your contract to ContractRev. Our AI runs through a similar checklist automatically, flagging risks and missing clauses in seconds.
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