Contract Review Checklist

Reviewing contracts is a critical process to ensure that all parties involved understand their rights, responsibilities, and obligations. While the specific elements to review may vary depending on the nature and complexity of the contract, here is a general contract checklist that you can use to review the contract before signing:

Parties and identification: Verify the correct names and details of all parties involved in the contract, including any affiliates or subsidiaries.

Purpose and scope: Understand the purpose of the contract and ensure that the scope of the agreement is clearly defined and aligns with the parties' intentions.

Terms and conditions: Review all terms and conditions of the contract, including payment terms, delivery schedules, performance obligations, and any specific requirements.

Rights and obligations: Identify the rights and obligations of each party to the contract and ensure they are clearly stated and reasonable.

Price and payment: Verify the pricing structure, payment methods, due dates, and any penalties or late fees for non-payment.

Deliverables and performance criteria: Check if the contract specifies the deliverables, quality standards, and performance criteria to be met.

Term and termination: Review the contract's duration, notice requirements for termination, and any conditions for early termination.

Confidentiality and non-disclosure: Identify any confidentiality or non-disclosure clauses and ensure they adequately protect sensitive information.

Indemnification and liability: Understand the indemnification provisions and limits of liability for each party.

Governing law and jurisdiction: Verify the governing law and the jurisdiction in case of disputes and ensure they are acceptable to all parties.

Amendments and modifications: Check if there are provisions regarding how the contract can be amended or modified and under what circumstances.

Termination: Check if there is a termination clause that defines the circumstances allowing the other party to terminate the contract.

Force majeure: Look for force majeure clauses that address unforeseen circumstances that may affect the performance of the contract.

Insurance requirements: If applicable, ensure that insurance requirements are clearly stated and are reasonable for the contract's nature.

Assignment and subcontracting: Determine if the contract allows for assignment or subcontracting by any of the parties.

Dispute resolution: Check the provisions for dispute resolution, such as mediation, arbitration, or litigation.

Signatures and execution: Ensure that the contract is properly executed with all required signatures and dates.

Entire agreement clause: Verify if there is an "entire agreement" clause stating that the written contract represents the complete understanding of the parties.

Severability: Check for a severability clause that states that if one part of the contract is found invalid, the rest of the contract remains in effect.

Miscellaneous provisions: Review any other miscellaneous provisions, such as notices, waivers, or governing language.

Signing a contract will result in legal consequences. It is therefore important to review the contract carefully to ensure that you fully understand your rights and responsibilities.