Contract Review Checklist Template

Collect every document the contract brings in: schedules, order forms, statements of work, linked policies and any agreement it replaces. If a schedule is missing, ask for it and record the gap. Terms posted at a web address can change after you sign, so save a dated copy.

Then set three positions for each recurring clause type. Your standard is the term you'd sign as written, and your fallback is what you'll accept without asking anyone. Your walk-away is what you won't sign. Name who decides anything in between, and record who set each position.

US public companies must file their material contracts as exhibits¹, so you can search EDGAR, the SEC's free database, to test your positions against real deals.

Begin with the definitions, since a defined term can narrow an obligation 10 pages later. Then find the parts people skip: precedence, notices, documents incorporated by reference and anything after the signature page.

The precedence clause decides which document wins when two disagree. One standard federal clause, FAR 52.215-8, ranks the contract's clauses above its exhibits and attachments². Check where yours ranks documents you haven't seen: an attachment that outranks the agreement can rewrite settled terms.

The notice clause says how notices must be sent, to which address and for whose attention. If you ever need to end the deal or send a breach of contract notice, one sent another way may not count.

On the second pass, go clause by clause and log each issue against the clause number the document prints. An issue is anything that creates an obligation, allocates a risk, sets a deadline, limits a remedy or grants a right. Skip boilerplate nobody would negotiate.

• Liability cap: the amount, what it is measured on and every carve-out
• Indemnities: who covers whom, for what, and whether the cap applies
• Term and termination: how it ends, on what notice, and what renews automatically
• Payment: due dates, late fees, price increases and any right to withhold
• Intellectual property: who owns new work and what each side keeps
• Confidentiality and data: what the other side may keep, use or share
• Assignment: whether either side can transfer the contract
• Governing law and disputes: whose law, which courts and any arbitration

Certain terms are required by law. Say a vendor will handle personal information for a business subject to the CCPA, California's privacy law. Its regulations require the contract to bar the vendor from selling or sharing it and name the specific business purpose³, among other terms. Without them, handing over the data may count as selling or sharing it.

For each issue, quote the clause, name the position it meets and rate the risk with its exposure: "High: the rest of the term at the monthly fee." A bare rating gives the reader nothing to weigh.

Always check these pairs:

• An exit right and its notice deadline
• A liability cap and the carve-outs outside it
• A cap formula and a figure the contract doesn't give, like monthly spend
• Each side's notice period for stopping a renewal
• The precedence clause and documents you haven't received

Log it as one issue naming both clauses, with the dates worked out.

Every issue ends with a person's name and a date. "Reviewer" isn't a name, and an issue without one is still open, however settled it sounds.

Close each review with one log line: the contract, reviewer, supervisor, which positions applied and how the calls split. In a law firm, the log documents supervision. Washington's RPC 5.1 puts supervisory duties on partners, managers and supervising lawyers, and a comment to it names policies designed to ensure that inexperienced lawyers are properly supervised⁴.

After a few reviews, the log shows which positions aren't real. A fallback taken every time is your actual standard, and a contract type that escalates half its issues has no settled view.

In the markup, tie each change to a logged issue, with the reason in the margin: "Our standard is a cap of 12 months of fees," not "Not acceptable." Don't restyle, or the real changes get lost. The memo records each issue, its call and who decided.

The note to the signer says what the contract commits them to, in plain words, with clause numbers in brackets. It lists their decisions, with the trade-off for each, and what the review didn't cover: missing documents, facts nobody could confirm and the commercial call itself.

That call belongs to the client. A comment to Washington's client-communication rule, RPC 1.4, speaks to negotiations. When there is time to explain a proposal, it says, a lawyer should review all important provisions with the client before proceeding to an agreement⁵.

When the other side returns your markup, compare the rounds before you reply. Once it's signed, put its renewal and notice dates in a contract renewal tracker. For a faster first read, Edit with AI opens this template in River, which logs and calls each issue for you to decide.