The Commercial Contract Review Checklist

Use it as a desk reference, a training tool for junior reviewers, or the backbone of a standardised first-pass review. Every item below is a question you should be able to answer with a yes, a no, or a redline.

How to use this checklist

Work top to bottom on the first pass. Flag, do not fix, on the way down — capture every issue, then triage by risk once you have the full picture. A review that stops to negotiate the first problematic clause almost always misses the third.

Score each section as Green (acceptable as drafted), Amber (negotiable, raise it), or Red (do not sign without change). A single Red blocks signature regardless of how clean the rest of the document is.

1. Parties, recitals and definitions

• Are the contracting entities the correct legal entities, named in full, with company numbers? A parent company in the recitals and a thinly capitalised subsidiary on the signature block is the oldest trick in the book.
• Does the counterparty actually exist and is it in good standing? Verify against the relevant company registry.
• Do the recitals describe the deal you think you are doing? Recitals are not operative, but they frame interpretation when an operative clause is ambiguous.
• Are defined terms used consistently? Search for each capitalised term and confirm it is defined exactly once and used only where defined.
• Do "including", "such as" and "for example" introduce illustrative or exhaustive lists? Add "without limitation" only where you mean it.

2. Scope, deliverables and acceptance

• Is the scope of work specific enough to enforce? "Provide consulting services" is not a deliverable.
• Where are acceptance criteria, and who decides whether they are met? Silence here means the paying party decides, or nobody does.
• Is there a cure period for rejected deliverables, and a backstop if cure fails?
• For ongoing services, are service levels (SLAs) defined with measurable targets and consequences for breach (service credits)?

3. Price, payment and change

• Is the price fixed, time-and-materials, or capped? If capped, what happens at the cap?
• Are payment terms stated in days, and is the trigger an invoice date or a delivery date?
• Is interest on late payment provided for, and at what rate? Confirm it is within the statutory ceiling for the governing jurisdiction.
• Is there a change-control mechanism, or can scope creep silently expand obligations without re-pricing?
• Are price increases permitted mid-term, and if so are they capped (e.g. to a published index)?

4. Term, renewal and termination

• When does the term start, and is it tied to signature or to a separate commencement date?
• Is there automatic renewal (an "evergreen" clause)? If so, what notice defeats it, and have you diarised the deadline?
• Can either party terminate for convenience? Asymmetry here is a common one-sided term.
• Are the termination-for-cause triggers reasonable, and is there a cure period for remediable breaches?
• What survives termination? Confidentiality, IP, limitation of liability and dispute resolution should all survive expressly.
• What are the consequences of termination — return of materials, transition assistance, refund of prepaid fees?

5. Liability, indemnities and risk allocation

• Is there a liability cap, and is it expressed as a multiple of fees, a fixed sum, or unlimited? Confirm it is mutual.
• What is carved out of the cap (the "uncapped" heads)? Watch for indemnities sitting outside the cap and quietly making the cap meaningless.
• Are consequential, indirect and loss-of-profit damages excluded — and is that exclusion mutual?
• Do the indemnities match the risks each party actually controls? An indemnity should follow the party best placed to prevent the loss.
• Is there a duty to mitigate, and notice and conduct-of-claims provisions for indemnified claims?

6. Intellectual property

• Who owns pre-existing IP (background IP), and who owns IP created under the contract (foreground IP)?
• If the customer "owns" deliverables, is there a licence back to the supplier for its tools and know-how?
• Are licences exclusive or non-exclusive, perpetual or term-limited, worldwide or territorial, sublicensable or not?
• Is open-source use disclosed and permitted, and does it threaten any proprietary IP through copyleft obligations?

7. Confidentiality and data

• Is confidential information defined, and is there an exclusions carve-out (public domain, independently developed, lawfully received)?
• How long do confidentiality obligations last after termination? Indefinite for trade secrets, fixed term for everything else is a defensible position.
• If personal data is processed, is there a data-processing agreement with the controller/processor roles correctly assigned?
• Are international data transfers addressed with a lawful transfer mechanism for the relevant jurisdictions?

8. Boilerplate that is not boilerplate

• Governing law and jurisdiction: do they match, and are they a forum you can actually litigate in cost-effectively?
• Assignment: can the counterparty assign to anyone, including a competitor, without consent?
• Entire agreement: does it exclude reliance on pre-contractual representations? If so, are the representations that matter captured in the contract itself?
• Force majeure: is the trigger list appropriate, and does it suspend or terminate obligations?
• Notices: is the notice mechanism realistic (email permitted?) and are the addresses current?

The five-minute red-flag scan

When you have no time for a full review, run these five checks and refuse to sign until they clear:

1. Is liability uncapped, or capped with indemnities outside the cap?
2. Is there an auto-renewal you have not diarised?
3. Is the indemnity one-sided against your client?
4. Is the IP ownership backwards (your client paying to create IP it does not own)?
5. Is the governing law a jurisdiction you cannot realistically enforce in?

Turn this checklist into an automated first pass

Running the same review by hand on every contract is exactly the work that scales badly. Attorly reviews commercial contracts against your own playbook — flagging missing clauses, one-sided terms, liability caps, auto-renewals and the carve-outs that quietly defeat them — and explains each issue in plain language with a suggested redline.

It works across 13 jurisdictions across Europe, the Nordics, the UK and the US, so the governing-law and statutory checks above adapt to the deal in front of you rather than to a single home market.

See how it handles your next contract at attorly.ai.