Legal Contract Review Checklist
Legal Contract Review Checklist
This checklist serves as a comprehensive guide for legal professionals, contract managers, and stakeholders involved in the contract review process. It outlines key considerations across different facets of contract law, enabling a systematic assessment of contractual terms, obligations, and implications.
Introduction and Parties
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Confirm correct legal names of all parties involved. |
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Verify parties' authority to enter into the contract. |
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Check for any introductory clauses or recitals outlining the purpose and background of the agreement. |
Scope of Agreement
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Review the main body of the contract to understand the scope of the agreement. |
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Ensure that the contract clearly defines the rights and obligations of each party. |
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Check for any limitations or exclusions of liability. |
Terms and Conditions
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Evaluate the terms and conditions to ensure they are clear, concise, and unambiguous. |
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Verify compliance with relevant laws and regulations. |
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Assess any warranties, disclaimers, or indemnification clauses. |
Payment and Performance
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Review payment terms, including amounts, due dates, and methods of payment. |
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Confirm conditions for performance or delivery of goods/services. |
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Check for any provisions related to late fees, penalties, or default. |
Term and Termination
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Determine the duration of the contract and any renewal or termination provisions. |
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Assess conditions under which the contract can be terminated by either party. |
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Review obligations upon termination, including transition or wind-down procedures. |
Confidentiality and Non-Disclosure
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Evaluate confidentiality provisions to protect sensitive information. |
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Confirm the scope of confidential information and any exceptions to confidentiality. |
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Assess remedies for breach of confidentiality. |
Intellectual Property
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Identify any intellectual property rights involved in the contract. |
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Review ownership, licensing, and use of intellectual property. |
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Confirm any indemnification provisions related to intellectual property infringement. |
Dispute Resolution
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Evaluate dispute resolution mechanisms, such as arbitration or mediation. |
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Confirm jurisdiction and venue for resolving disputes. |
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Assess any requirements for negotiation or escalation of disputes. |
Governing Law
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Determine the governing law that will apply to the contract. |
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Confirm any choice of law provisions and their enforceability. |
Miscellaneous
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Review boilerplate clauses, such as assignment, amendments, and entire agreement. |
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Verify signatures and execution of the contract. |
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Check for any attachments, exhibits, or schedules referenced in the contract. |
Compliance and Regulatory Considerations
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Ensure compliance with industry-specific regulations and standards. |
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Verify adherence to data protection and privacy laws. |
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Assess any regulatory reporting or compliance requirements. |
Final Review
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Conduct a final review of the entire contract for consistency and coherence. |
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Address any outstanding issues or concerns with relevant stakeholders. |
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Document any comments, revisions, or negotiations for future reference. |