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Contract Review Checklist for Non-Lawyers

Before you sign anything, run through this checklist -- it covers the clauses that cause the most trouble later.

  1. Confirm the parties

    Check the exact legal name and registration details of each party, and confirm that whoever is signing actually has the authority to bind that party.

  2. Check the term, renewal, and termination conditions

    Confirm the start and end dates, whether the contract renews automatically, and the notice period and process required to terminate early.

  3. Review the payment terms

    Check the amount, due dates, and payment method, and see whether there is a late-payment interest clause if payment is delayed.

  4. Review damages and penalty clauses

    Look at the scope of liability if the contract is breached, and whether any penalty amount seems unusually large or one-sided.

  5. Review confidentiality and IP clauses

    Check how broadly the confidentiality obligation applies, and confirm who owns the copyright or intellectual property in anything produced under the contract.

  6. Check dispute resolution and jurisdiction

    See what process -- negotiation, mediation, or litigation -- applies if a dispute comes up, and which court or arbitration body is designated to handle it.

What to check before you sign

Plenty of people end up reviewing a contract on their own, without a legal team, before signing off. This is general information about the minimum points worth checking, not legal advice -- for anything involving a large amount of money or complex terms, it is worth having a lawyer or other professional review it.

Red flags worth pausing over

Watch for vague language that could be read multiple ways, obligations that only run in one direction, unusually broad indemnity clauses, and termination terms that are far easier for the other party to invoke than for you. If any of these show up, it is worth asking for clarification or a revision before you sign, rather than assuming it will be fine.

Frequently Asked Questions

Is it legally fine to review a contract myself instead of using a lawyer?

Reviewing it yourself is not a problem, but this checklist is general reference information rather than legal advice, so for high-value or high-risk contracts it is safer to have a professional review it as well.

What should I do if I spot an unfavorable clause?

Do not sign right away -- ask for the clause to be revised, or get the other party to clearly explain what it means, and consult your organization's legal team or an outside professional if needed.