What should a contract review checklist include?

At minimum: the correct legal entity names and signing authority, the term and renewal notice, a specific list of deliverables and what is out of scope, the fee and payment schedule, IP ownership and portfolio rights, a liability cap, mutual indemnification, and clear termination rights for both sides.

How long does it take to review a contract?

A focused manual review of a 10–15 page services agreement takes 45–90 minutes if you know what to look for. A lawyer typically bills 1–3 hours. An automated review reads the same document and returns flagged clauses in about a minute, which is usually enough to decide whether you need a lawyer at all.

What are the biggest red flags in a business contract?

Unlimited liability or one-sided indemnification, IP assigned on signature rather than on final payment, auto-renewal with a short notice window, arbitration in a distant jurisdiction, and payment terms longer than Net 60 or tied to the client getting paid first.

Can I review a contract myself without a lawyer?

Yes for routine, low-value agreements — most problems are missing terms rather than subtle legal traps, and a checklist catches those. Use a lawyer when the contract value is significant, the counterparty is much larger than you, or the deal involves equity, exclusivity, or regulated data.

What is a reasonable liability cap?

For service work, the fees paid in the preceding 6–12 months is the market standard. Caps below the contract value are unusual, and uncapped liability should be negotiated down or carved out to a narrow set of claims such as confidentiality breaches.

Should I sign a contract that has no termination clause?

No. Without one you may be locked in until the work is done with no exit if the relationship breaks down. Ask for termination for convenience on 30 days' written notice, with payment for all work completed up to the termination date.

Contract Review Checklist

15 questions to ask before you sign any business contract — the same list a lawyer runs on the first read-through. Print it, save it, or paste your contract into our free reviewer to auto-check every point.

1. Parties & basics

Are the legal entity names correct on both sides?
Match the exact registered name (Inc., LLC, Ltd.). Signing as yourself instead of your company pierces the liability shield.
Does the signer have authority to bind the company?
Officer, director, or someone with a written delegation. Otherwise the contract can be void.
Is the effective date and term length clear?
Fixed end date, or auto-renew with a stated notice window (usually 30–60 days).

2. Scope of work

Are deliverables listed specifically?
'Website' is not a deliverable. 'A 10-page WordPress site with these features by X date' is.
Is 'out of scope' defined?
Change requests should trigger a written change order and a new fee — not free work.
Are acceptance criteria written down?
How will you know it's done? Silence-equals-acceptance clauses (e.g. 7 days) protect you from endless revisions.

3. Payment terms

Is the fee and payment schedule clear?
Milestones tied to deliverables beat 'on completion'. Deposit up front reduces risk.
What are the payment terms (Net 15/30/60)?
Net 30 is standard. Net 60+ is a cash-flow trap. Never accept 'pay when paid'.
Is there a late-payment fee?
1.5% per month or the legal maximum. Without it, late-paying clients have zero incentive to pay.

4. IP & confidentiality

Who owns the work after payment?
You should retain IP until final payment. Assignment on payment, not on delivery.
Can you use the work in your portfolio?
Add explicit portfolio rights, or an NDA blocks you from showing work you did.
Is your pre-existing IP protected?
Templates, tools, and prior work you bring in stay yours. State it in writing.

5. Liability & termination

Is liability capped?
Cap should equal fees paid in the last 6–12 months. Unlimited liability is a deal-breaker.
Is indemnification mutual?
One-sided indemnification (only you cover them) is unfair. Both sides indemnify for their own negligence.
How can either side terminate?
Termination for convenience with 30-day notice + payment for work done. Termination for cause requires written notice and a cure period.

6 red flags — refuse or walk

Unlimited indemnification with no cap
Mandatory arbitration in another state or country
Auto-renewal with less than 30 days' notice
'Pay when paid' or milestone-only payment with no deposit
IP assignment on signature (before payment)
Non-compete covering your entire industry

Frequently asked questions

What should a contract review checklist include?: At minimum: the correct legal entity names and signing authority, the term and renewal notice, a specific list of deliverables and what is out of scope, the fee and payment schedule, IP ownership and portfolio rights, a liability cap, mutual indemnification, and clear termination rights for both sides.
How long does it take to review a contract?: A focused manual review of a 10–15 page services agreement takes 45–90 minutes if you know what to look for. A lawyer typically bills 1–3 hours. An automated review reads the same document and returns flagged clauses in about a minute, which is usually enough to decide whether you need a lawyer at all.
What are the biggest red flags in a business contract?: Unlimited liability or one-sided indemnification, IP assigned on signature rather than on final payment, auto-renewal with a short notice window, arbitration in a distant jurisdiction, and payment terms longer than Net 60 or tied to the client getting paid first.
Can I review a contract myself without a lawyer?: Yes for routine, low-value agreements — most problems are missing terms rather than subtle legal traps, and a checklist catches those. Use a lawyer when the contract value is significant, the counterparty is much larger than you, or the deal involves equity, exclusivity, or regulated data.
What is a reasonable liability cap?: For service work, the fees paid in the preceding 6–12 months is the market standard. Caps below the contract value are unusual, and uncapped liability should be negotiated down or carved out to a narrow set of claims such as confidentiality breaches.
Should I sign a contract that has no termination clause?: No. Without one you may be locked in until the work is done with no exit if the relationship breaks down. Ask for termination for convenience on 30 days' written notice, with payment for all work completed up to the termination date.

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