Checklist

The Ultimate Contract Review Checklist for Non-Lawyers

You're about to review a contract. You know it matters. You want to do it right. But where do you start? This checklist walks you through everything. Print it. Bookmark it. Use it every time you review a contract, whether you're a lawyer or not.

Before You Start

Pre-review checklist

Confirm the contract type (NDA, SaaS, employment, vendor, etc.)

Identify all parties — who's signing, who's legally bound

Check the effective date and term length

Select your review standard or playbook

Flag any related agreements, amendments, or schedules

Core Checklist

Clause-by-clause checklist

Indemnification

Who indemnifies whom? Mutual or one-way?

Is there a cap? Per claim and in aggregate?

Are there carve-outs?

Liability Limitation

What's the total liability cap? Is it reasonable?

Is indemnification excluded from the cap?

Are consequential damages excluded?

IP Ownership

Who owns work product created during the contract?

Are pre-existing IP rights protected?

Is there a licence back if they own the work?

Confidentiality

What's included in "confidential information"?

How long do confidentiality obligations last?

Are there exceptions (public knowledge, already known)?

Termination

Can either party terminate for convenience, or only for cause?

How much notice is required?

What post-termination obligations survive?

Payment Terms

Amount, schedule, late fees, currency

Are there price escalators? What triggers them?

Governing Law

Which country's or state's laws apply?

Which court has jurisdiction?

Force Majeure

What events trigger force majeure?

Which obligations are suspended?

By Contract Type

Contract-specific checklists

NDA-Specific Checklist

Mutual or one-way?

Definition scope — too broad or too narrow?

Residuals clause present?

Duration reasonable for the context?

Return or destruction obligations defined?

SaaS Agreement Checklist

SLA uptime percentage and remedies for breach

Auto-renewal terms and cancellation notice period

Price escalation caps and notice requirements

Data processing and GDPR compliance terms

Can the vendor make unilateral changes to the service?

Employment Contract Checklist

Non-compete scope, duration, and geographic limitations

IP assignment breadth — work-related only, or everything?

Garden leave terms — paid or unpaid?

Restrictive covenants (non-solicitation, non-dealing)

Termination process, notice period, and severance

After Review

Post-review checklist

Document your findings (what's flagged, what's acceptable)

Escalate high-risk items to legal counsel

Prioritise negotiation points — which risks are worth fighting over?

Set calendar reminders for renewal, termination notice, and key dates

Archive the contract with your review notes

Automate this checklist

This checklist is thorough, but it's also manual. Playbooks automate this — a playbook is basically a digital version of this checklist that runs automatically. Upload a contract, the AI goes through every item, and produces a report. Same thoroughness, same standards, every time.

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