Contract Review Checklist: Everything to Check Before Signing Any Contract

Verify that all amounts are correct, specify the currency, and confirm exchange rate provisions for international contracts.

Check that payment milestones align with deliverables, and verify all due dates are realistic and clearly stated.

Ensure interest rates and penalties for late payments are reasonable and comply with local regulations.

Review required documentation, approval processes, and any specific formatting requirements for invoices.

Verify that liability is capped at an appropriate level (typically the contract value or insurance coverage amount).

Review the scope of indemnification—ensure it is mutual, not one-sided, and excludes gross negligence.

Check that required insurance types, coverage amounts, and proof requirements are clearly defined and achievable.

Review warranty duration, coverage scope, and any warranty limitations or disclaimers.

Ensure indirect, consequential, and incidental damages are properly limited or excluded where appropriate.

Verify that termination rights are balanced and include cure periods for remediable breaches.

Check if either party can terminate without cause, and review any associated penalties or notice requirements.

Ensure all notice periods are reasonable (typically 30-90 days) and that delivery methods are specified.

Review what happens after termination: final payments, return of materials, confidentiality survival, and transition assistance.

Verify who owns work product, inventions, and derivative works. Ensure IP assignment is limited to contract-specific materials.

Check what information is protected, how long confidentiality obligations last, and permitted disclosures.

Review any license grants carefully—verify scope, exclusivity, territory, and field of use limitations.

Check for reasonable geographic and temporal limitations on non-compete and non-solicitation clauses.

Verify that governing law is favorable and that jurisdiction for disputes is accessible.

Review whether disputes go to litigation, arbitration, or mediation, and the associated procedures.

Ensure force majeure is defined broadly enough to cover foreseeable extraordinary events.

Check whether contract assignment requires consent and whether reasonable successor entities are accommodated.

Verify auto-renewal provisions include adequate notice periods (60-90 days minimum) and allow for evaluation before renewal.

Ensure any contract changes require written agreement from both parties and follow proper procedures.

Review that the entire agreement clause properly supersedes prior agreements and identify any surviving provisions.