The Contract Review Checklist: 9 Things to Check Before You Sign
Most contract risk is concentrated in nine places. This is the list to work through before signing anything commercial — a supplier agreement, a client contract, a SaaS subscription, a consulting engagement.
Use it in order. The first three are where the money is.
1. Payment
Check: the amount, the trigger, the deadline, and what happens when the deadline passes.
A payment clause needs four things and usually has two. “Client will pay Contractor for services rendered” has none of them.
| Good | Bad |
|---|---|
| ”$2,500 within 30 days of invoice" | "upon completion" |
| "invoiced monthly in arrears" | "as agreed between the parties" |
| "1.5% monthly interest on late amounts” | (no late-payment clause at all) |
| “payment is not conditional on client approval" | "subject to satisfactory acceptance” |
The common mistake: accepting a payment trigger you do not control. “On acceptance” and “on client sign-off” mean you get paid when somebody remembers to press a button. Tie payment to delivery or to a date.
2. Liability and indemnity
Check: is there a cap, and does it apply to both sides?
This is the single most important line in most commercial contracts, and it is usually one sentence in the middle of a page.
- Look for a cap — “liability shall not exceed the fees paid in the preceding 12 months” is the standard shape.
- Check the carve-outs. Almost every cap has exceptions. If the exceptions include ordinary breach, there is no cap.
- Check the indemnity separately. An indemnity can sit outside the liability cap and reintroduce unlimited exposure through the back door.
The common mistake: reading “limitation of liability” and stopping there. Search the document for indemnif as well. Every time.
3. Termination
Check: can both sides leave on the same terms?
Read the termination clause twice: once as yourself, once as the other side.
- Termination for convenience — who has it, and with how much notice?
- Termination for cause — is “cause” defined, or is it whatever they say?
- What happens to work in progress, to prepaid fees, to your data?
The common mistake: noticing you can terminate, and not noticing they can terminate on 7 days’ notice while you need 90.
4. Scope
Check: could a stranger read this and know what is being delivered?
Scope defined with adjectives is a future argument, priced at whoever has more patience.
| Warning sign | Why it costs you |
|---|---|
| ”reasonable support” | Reasonable to whom |
| ”as needed” | Unlimited, in practice |
| ”industry standard” | Nobody agrees what that is |
| ”including but not limited to” | The list is decorative |
| ”minor revisions” | There is no such thing as a minor revision |
The common mistake: letting revisions go undefined. Two rounds is a scope. “Until the client is happy” is an open-ended obligation.
5. Intellectual property
Check: what exactly transfers, and when.
- What transfers — the deliverable, or the deliverable plus everything you used to make it? “All work product and all materials used in its creation” takes your fonts, your components and your internal tooling.
- When it transfers — on payment, or on delivery? It should be on payment.
- What you keep — a licence to use your own pre-existing work, and ideally the right to show the work in a portfolio.
The common mistake: assigning IP on delivery. If they do not pay, they now own it and you are suing for money rather than withholding the asset.
6. Confidentiality
Check: the definition, the exclusions, and the duration.
- Definition — is “Confidential Information” defined, or is it everything ever mentioned?
- Exclusions — information already known, independently developed, or public must be carved out. Without those, the clause is unenforceable in some jurisdictions and dangerous in the rest.
- Duration — perpetual confidentiality is usually unreasonable for anything but trade secrets.
- Mutual or one-way? If you are both sharing information and only one side’s is protected, ask why.
7. Auto-renewal
Check: the notice window, not the renewal.
The renewal itself is rarely the problem. The problem is a clause requiring 90 days’ notice before a date nobody has in a calendar.
Search for renew, term, and notice. Then, on the day you sign, put the notice deadline in a calendar with a reminder a month before it. This single habit prevents more wasted spend than any other item on this list.
8. Dispute resolution and governing law
Check: where a dispute would happen, and whether you could afford to go there.
- Governing law — which country’s or state’s law applies.
- Jurisdiction — where proceedings happen. A clause naming a court on another continent is, in practice, a clause saying you will not sue.
- Arbitration — faster and private, but you may be paying for the arbitrator, and appeal rights are limited.
The common mistake: treating this as boilerplate. It decides whether every other clause is enforceable in practice.
9. What is missing
The hardest part of contract review is noticing an absence. Run through:
- No liability cap at all
- No termination clause
- No confidentiality clause where one obviously belongs
- No definition of the deliverable
- No mention of what happens to your data at the end
- No force majeure
- Signature blocks that do not name who is signing, or in what capacity
An absence is usually accidental, and usually fixable in one email.
Doing this faster
Working through nine sections carefully takes about an hour per contract, and it is an hour worth spending on anything material.
If you do not have the hour, or you want a second pass over one you have already read, run the contract through a free AI review. It scores the same territory this checklist covers — clarity and completeness, risk protection, enforceability, balance of terms, structure and overall exposure — and counts the concrete weaknesses it finds. Three documents a day, no account.
Then use this list on what it flags.
If your contract is a scan or a photo, nothing can read it yet — not this process and not any software. Give it a text layer first; it is free and takes seconds.
Related
- Contract risk analysis — the clauses above, and how the review scores them
- How to review an NDA
- 7 red flags in freelance contracts
- PDF to Word — to redline what you found
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