Free resource
Contract Review Checklist: 30 Things to Check Before You Sign
The same checks a careful reviewer runs on any contract, grouped by topic, with the reason each one matters and the wording that should make you stop.
Free to use · No email required · Not legal advice
Contract Review Checklist (ClauseAudit, clauseaudit.com/contract-review-checklist)
What should a contract review checklist cover?
Before you sign, confirm who the parties are, what you pay or get paid and when, how long the contract runs and how it renews or ends, exactly what is delivered, how much liability you carry, who owns the work and your data, what you are barred from doing afterward, where disputes are decided, and that every attachment is in front of you. The 30 checks below cover each of these with the red flag to watch for.
How to use this checklist
Keep the contract open next to this page and work down the list. For each item, find the clause that answers it. If you cannot find one, that is a finding too: a missing termination clause or a missing liability cap is often worse than a bad one. Mark anything unclear and come back to it once you have read the rest, because definitions and exhibits often answer questions raised earlier in the document.
Not every item applies to every contract, so skip what does not fit and add the extra checks by contract type.
The checklist
30 items in 9 groups. Each item has the check, why it matters, and the red flag.
Parties and basics
The legal name of every party is correct and complete.
Why it matters: You can only enforce the contract against the entity actually named in it.
Red flag: A parent brand signs, but a small subsidiary is the one that owes you money, or you sign in your own name when you meant to sign for your company.
The person signing for the other side has the authority to bind it.
Why it matters: A signature from someone without authority gives the other side a way to walk away later.
Red flag: No title under the signature line, or a signer described only as an "agent" or "representative".
The effective date, start date and any deadlines are stated as real dates.
Why it matters: Dates decide when obligations start, when payment is due and when notice windows open.
Red flag: A backdated effective date that makes you responsible for a period before you agreed to anything.
Defined terms mean what you think they mean.
Why it matters: A single definition, such as "Services" or "Confidential Information", can quietly widen every clause that uses it.
Red flag: Definitions that include "any and all" or "without limitation" with nothing carved out.
Money and payment
The price, what it includes, and who pays expenses and taxes are spelled out.
Why it matters: Most money disputes start with something both sides assumed was included.
Red flag: Fees "to be agreed", or extra charges listed only in a price sheet you have not seen.
Payment timing and the trigger for payment are objective.
Why it matters: If payment depends on a judgment call, the other side controls when, or whether, you get paid.
Red flag: Payment due on "final approval" or "to the client's satisfaction", or terms longer than Net 60.
Late fees, interest and deposits apply fairly to both sides.
Why it matters: A late fee is only useful to you if it is in the contract you signed.
Red flag: Late fees that run only against you, or a deposit described as nonrefundable in every situation.
Any right to raise prices has a cap and advance notice.
Why it matters: An uncapped increase turns a budgeted cost into an open-ended one.
Red flag: The vendor may change fees "at any time" or by any amount at renewal.
Term, renewal and termination
The length of the contract is clear, with a defined end date or event.
Why it matters: You need to know how long you are committed before you can judge the price or the restrictions.
Red flag: No end date at all, or a term that resets every time a new order is placed.
Auto-renewal terms, and the window for cancelling, are written down.
Why it matters: Missing a cancellation window can lock you into another full term.
Red flag: Renewal for another year unless you cancel 60 or 90 days before the end, with no reminder required.
Both sides can end the contract, on similar notice.
Why it matters: The way out matters as much as the way in, especially if the relationship goes badly.
Red flag: The other side can terminate on short notice for any reason while you can only leave for a material breach.
What happens after termination is covered: final payments, refunds, data and materials.
Why it matters: Termination clauses decide who keeps the money and the work when things end early.
Red flag: No payment for work already done, no kill fee, or your data deleted with no export window.
Scope and deliverables
The work, product or service is described specifically.
Why it matters: A vague scope gives the other side room to ask for more without paying more.
Red flag: Scope described as "services as requested" or "including but not limited to".
Acceptance criteria and the number of revisions are defined.
Why it matters: Without a finish line, a project is never finished and the last payment never arrives.
Red flag: Unlimited revisions, or "reasonable" revisions with no number attached.
Changes to the contract need written agreement from both sides.
Why it matters: A deal one side can rewrite on its own is not much of a deal.
Red flag: Terms that change when the vendor posts an update, with continued use counted as acceptance.
Liability, indemnity and insurance
The limitation of liability is mutual and sized to the real risk.
Why it matters: The cap sets the most you can recover if the other side causes real damage.
Red flag: Their liability is capped at one month of fees while yours is unlimited.
Indemnities are limited to each side's own conduct.
Why it matters: An indemnity makes you pay the other side's legal costs and losses, sometimes with no ceiling.
Red flag: You indemnify them for "any and all claims", including claims caused by their own negligence.
Warranties promise something meaningful, and disclaimers do not erase them.
Why it matters: A warranty is your remedy when the product or work does not do what was promised.
Red flag: Everything provided "as is", with every warranty disclaimed.
Insurance requirements are realistic and match what you carry.
Why it matters: Signing a promise to carry coverage you do not have is a breach on day one.
Red flag: High coverage limits or additional-insured requirements that cost more than the contract pays.
IP and confidentiality
Ownership of the work product is clear, and your pre-existing tools stay yours.
Why it matters: IP clauses decide whether you can reuse your own templates, code or designs.
Red flag: An assignment that covers pre-existing materials, unused concepts, or inventions made on your own time.
Rights to your data are limited to delivering the service.
Why it matters: Data rights clauses can let a vendor reuse, sell or train on what you upload.
Red flag: Permission to use your data for "improving and training" products, or to share it with unnamed partners.
Confidentiality has the standard exclusions and a sensible duration.
Why it matters: A confidentiality clause that covers everything forever is hard to comply with and easy to breach.
Red flag: No exclusions for public or independently developed information, a perpetual term, or a residuals clause.
Restrictions: non-compete, non-solicit and exclusivity
Any non-compete is narrow in time, geography and activity, and enforceable where you live.
Why it matters: State law varies widely. California, Minnesota, North Dakota, Oklahoma and Wyoming void most employee non-competes, and other states limit them.
Red flag: A nationwide or worldwide restriction lasting more than a year, with nothing paid in return.
Non-solicit clauses cover named clients or staff, not a whole industry.
Why it matters: A broad non-solicit can work like a non-compete without the label.
Red flag: A ban on working with "any company in the industry" or anyone you met during the contract.
Exclusivity and assignment rights are balanced.
Why it matters: Assignment clauses decide whether your contract can be handed to a buyer or a stranger.
Red flag: They may assign the contract to anyone, while you cannot assign it at all, or you must work only for them.
Disputes, governing law and arbitration
Governing law and venue are somewhere you can realistically go.
Why it matters: Having to sue or defend in another state can make a claim too expensive to pursue.
Red flag: Exclusive venue in the other side's home county, far from you.
Arbitration terms are fair on cost, location and class actions.
Why it matters: Arbitration usually means giving up a jury, most appeals and group claims.
Red flag: Mandatory arbitration with a class-action waiver and fees you must split or advance.
Notice rules and attorney fee clauses work both ways.
Why it matters: A missed notice step can cost you a claim, and one-way fee clauses change who can afford to fight.
Red flag: Only the other side recovers attorney fees, or notice must go to an address that is not in the contract.
Signatures and attachments
Every exhibit, schedule, SOW and policy referenced in the contract is attached and read.
Why it matters: Documents "incorporated by reference" are part of the deal even if you never opened them.
Red flag: Terms found "at our website, as updated from time to time".
Blanks are filled in, promises made to you are in the text, and everyone signs the same final version.
Why it matters: An entire-agreement clause usually wipes out anything said in email or on a call.
Red flag: Empty fields, handwritten changes nobody initialed, or a promise that exists only in a sales email.
Extra checks by contract type
The general checklist catches most problems. These are the clauses that show up again and again in specific kinds of contract, with a dedicated ClauseAudit analyzer for each.
Employment contracts and offer letters
- At-will or fixed term, and whether notice periods are equal for both sides.
- Non-compete enforceability in your state, IP assignment of personal-time projects, and bonus or equity clawbacks.
Read: Is my non-compete enforceable?, Equity vesting cliffs explained
Open the employment contracts and offer letters analyzerFreelance and service agreements
- IP transfers only on full payment, and your pre-existing tools are excluded.
- A kill fee, a deposit, and payment tied to delivery rather than approval.
Read: Is my freelance contract fair?, What is a kill fee?
Open the freelance and service agreements analyzerNDAs
- One-way or mutual, and whether the definition of confidential information is limited.
- The four standard exclusions, a fixed duration, and no residuals clause.
Read: NDA red flags, Standard NDA exclusions
Open the ndas analyzerSaaS and software subscriptions
- Data ownership, AI training rights, export on exit and deletion timelines.
- Auto-renewal notice windows, price increase caps and an uptime SLA with credits.
Read: SaaS auto-renewal traps, Software vendor contract checklist
Open the saas and software subscriptions analyzerResidential leases
- Security deposit amount against your state limit, and how it is returned.
- Entry notice, repair duties, late fees and the cost of breaking the lease.
Read: Security deposit limits by state, Lease clauses that may be illegal
Open the residential leases analyzerCommercial leases
- How CAM charges are defined and capped, and whether you can audit them.
- The scope of any personal guarantee, plus exclusivity, assignment and subletting rights.
Read: Personal guarantees and CAM
Open the commercial leases analyzerEquipment and vendor agreements
- Whether a lease is truly cancellable, and what you owe at the end of the term.
- Service levels, liability caps and indemnities that match the vendor's real role.
Read: Indemnification explained
Open the equipment and vendor agreements analyzerBusiness loans and financing
- The true cost of the money, including factor rates and fees, not just the headline number.
- Personal guarantees, confessions of judgment, and default triggers.
Franchise agreements
- Royalty and marketing fees, territory protection and renewal conditions.
- Post-term non-competes and what you can sell or keep if you leave.
Business purchase agreements
- Representations and warranties, escrow or holdback amounts, and how long claims survive.
- Which contracts transfer to the buyer and which need the other party's consent.
Read: Contracts in an acquisition
Open the business purchase agreements analyzerLLC operating agreements
- Voting rights, capital calls and how profits and losses are split.
- Buy-sell terms, vesting for founders, and what happens when a member leaves.
Read: Co-founder agreement basics
Open the llc operating agreements analyzerReviewing a contract governed by Indian law? Use the India review.
The contract review process in 5 steps
A checklist tells you what to look at. The process below tells you in what order, and what to do with what you find.
- 1
Read it once, start to finish, without marking anything.
Get the shape of the deal first: who does what, for how much, for how long. Note anything you do not understand rather than skipping it, because the clause you skip is often the one that matters.
- 2
Go through it again with this checklist.
Work section by section and mark each item as fine, unclear or a problem. Find every defined term and every attachment, and read those too. This is where most issues surface.
- 3
Check the law where you are.
Many clauses depend on state law: non-competes, security deposits, late fees, auto-renewal notice and entry notice all vary. A clause the law will not enforce is still worth raising, because it tells you how the other side drafts.
- 4
Pick your top asks and put them in writing.
Choose the two or three changes that matter most, propose specific replacement wording, and send it as a redline or a short email. Specific asks get accepted far more often than general objections.
- 5
Confirm the final version, sign, and calendar the dates.
Check that the signed copy includes every agreed change, keep a complete copy with attachments, and put renewal and notice deadlines in your calendar the day you sign.
Contract review tips that save the most trouble
- Read the definitions first: they change the meaning of everything else, and a broad definition is the most common hidden problem.
- Compare both sides of every obligation: notice periods, caps, indemnities and termination rights should usually be mirror images.
- Follow every reference: an outside policy, price list or URL is part of the deal you are signing.
- Look for what is missing: no liability cap, no end date or no termination right can hurt more than a bad clause.
- Never rely on a verbal promise: if it matters, ask for it in the text before you sign.
More reading: how to read a contract before you sign, the riskiest clauses in any contract, how to negotiate without a lawyer, what mandatory arbitration means, and whether e-signatures are binding.
Run this checklist automatically
Upload your contract and ClauseAudit checks it against a structured checklist plus the federal and state rules that apply, in all 50 states and DC. Every finding points to the clause and the law behind it, in plain English.
Or go straight to an analyzer: Employment · Freelance · NDA · SaaS · Lease · Commercial lease · Equipment and vendor · Business financing · Franchise · Business purchase · Operating agreement
Frequently asked questions
What should I look for in a contract before signing?+
Start with the parties, the price and when you get paid, the length of the contract and how it renews or ends, and exactly what is being delivered. Then check the liability cap, any indemnity, who owns the work and your data, any non-compete or non-solicit, and where disputes are decided. Finally, make sure every attachment the contract mentions is in front of you.
What are the steps in the contract review process?+
Read the contract once for the overall deal, review it again against a checklist, check the state or local law that applies, decide on your two or three most important changes and propose specific wording, then confirm the final signed version and record its key dates.
How long does a contract review take?+
A short NDA or offer letter can be reviewed carefully in 20 to 30 minutes with a checklist. A long commercial agreement with several exhibits can take a few hours. An automated review such as ClauseAudit returns a first pass in about a minute, which tells you where to spend your own reading time.
Is there a contract review checklist PDF or template I can use?+
Yes. This page is the template: use your browser's Print command and choose Save as PDF, and the page prints the checklist without menus or buttons. For niche checklists, ClauseAudit also offers free downloadable versions for specific audiences.
Which contract clauses are the riskiest?+
The clauses that most often cause real harm are uncapped indemnities, one-sided liability caps, broad IP assignments, auto-renewals with long cancellation windows, payment tied to subjective approval, and non-competes with no limits on time or geography.
Can I review a contract myself without a lawyer?+
For routine agreements, many people do, using a checklist and an automated review to find the problems. For high-value deals, anything involving your home, your business or your career, or a clause you still do not understand after reading it twice, a qualified attorney is worth the cost.
Can ClauseAudit run this checklist for me?+
Yes. ClauseAudit reviews a contract against a structured checklist plus the federal and state rules that apply (all 50 states and DC, and Indian law for Indian contracts), and every finding cites the clause and the law it relates to. It is an automated review, not legal advice, and it can miss things.
Does this checklist work for contracts outside the US?+
Most of the checks apply to any contract: parties, money, term, scope, liability, IP and disputes are universal. The state-law examples are US-specific. For Indian contracts, ClauseAudit has a separate India review that checks against Indian law.
Not legal advice
This checklist is general information, not legal advice, and ClauseAudit is a software service, not a law firm. Laws differ by state and country and change over time, and an automated review can miss things or get things wrong. Before you sign anything important, have the contract reviewed by a qualified attorney.