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

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