Free Legal Contract Review Checklist

Confirm correct legal names of all parties involved.

Verify parties' authority to enter into the contract.

Check for any introductory clauses or recitals outlining the purpose and background of the agreement.

Review the main body of the contract to understand the scope of the agreement.

Ensure that the contract clearly defines the rights and obligations of each party.

Check for any limitations or exclusions of liability.

Evaluate the terms and conditions to ensure they are clear, concise, and unambiguous.

Verify compliance with relevant laws and regulations.

Assess any warranties, disclaimers, or indemnification clauses.

Review payment terms, including amounts, due dates, and methods of payment.

Confirm conditions for performance or delivery of goods/services.

Check for any provisions related to late fees, penalties, or default.

Determine the duration of the contract and any renewal or termination provisions.

Assess conditions under which the contract can be terminated by either party.

Review obligations upon termination, including transition or wind-down procedures.

Evaluate confidentiality provisions to protect sensitive information.

Confirm the scope of confidential information and any exceptions to confidentiality.

Assess remedies for breach of confidentiality.

Identify any intellectual property rights involved in the contract.

Review ownership, licensing, and use of intellectual property.

Confirm any indemnification provisions related to intellectual property infringement.

Evaluate dispute resolution mechanisms, such as arbitration or mediation.

Confirm jurisdiction and venue for resolving disputes.

Assess any requirements for negotiation or escalation of disputes.

Determine the governing law that will apply to the contract.

Confirm any choice of law provisions and their enforceability.

Review boilerplate clauses, such as assignment, amendments, and entire agreement.

Verify signatures and execution of the contract.

Check for any attachments, exhibits, or schedules referenced in the contract.

Ensure compliance with industry-specific regulations and standards.

Verify adherence to data protection and privacy laws.

Assess any regulatory reporting or compliance requirements.

Conduct a final review of the entire contract for consistency and coherence.

Address any outstanding issues or concerns with relevant stakeholders.

Document any comments, revisions, or negotiations for future reference.