Contract Review Checklist: Printable Checks and Red Flags
By Anirudh Menon, Viaclause editor
Review business contracts with a copyable checklist and completed issue register. Track scope, payment exceptions, legal review and final-version approval.
A contract review checklist is a list of the points to confirm before you sign: the parties, scope, price, dates, risk allocation, IP, confidentiality, exit terms and the final signature package. Print the sheet below and record each open issue with an owner. Check the applicable state’s law and specialist requirements before treating a clause as enforceable.
Printable contract review checklist
Use this as a working review sheet for an ordinary business agreement. Mark each item checked, open or not applicable. Add a clause reference and owner beside every open item. A tick should mean you checked the actual package, not that the heading appeared somewhere.
Printable review sheet: adapt to your agreement
Contract / counterparty: __________ Version / date / attachments: __________ Reviewer / business owner: __________ [ ] Exact legal parties, addresses and signing authority checked. [ ] Entire package, schedules and linked terms collected. [ ] Goods, services, quantities and deliverables match the intended deal. [ ] Delivery milestones and acceptance tests are usable. [ ] Price, currency, taxes, expenses and payment triggers are clear. [ ] Invoice disputes and price-change mechanics are reviewed. [ ] Start, end, renewal and notice dates are checked. [ ] Warranties, exclusions and available remedies are read together. [ ] Liability cap, exclusions and indemnity scope are mapped. [ ] Insurance requirements and evidence are assigned for review. [ ] Confidentiality, permitted use and protected reporting are checked. [ ] IP ownership, licenses and background materials are identified. [ ] Data access, security obligations and exit arrangements are reviewed. [ ] Termination, cure, force majeure and transition terms are checked. [ ] Governing law, forum, arbitration and notice methods are understood. [ ] Assignment, subcontracting and change-of-control terms are checked. [ ] Amendments, precedence, entire agreement and survival are consistent. [ ] Cross-references, defined terms, figures and dates agree. [ ] Open questions have owners and explicit decisions. [ ] Final signature package matches the approved version. [ ] Executed copy and operational handoff are assigned. Open item / clause: __________ Question or proposed change: __________ Owner / required approver: __________ Decision / conditions / evidence: __________ Version covered by approval: __________
Choose priorities for your contract type
Keep the base checklist, but begin with what matters to your transaction. Use the table as a suggested reading order, not a statement that other clauses can be skipped. For a combined agreement, combine the relevant rows.
Read from your side of the transaction. As a buyer, ask whether the promised output and remedy fit your business need. As a provider, ask whether you can perform the obligation and accept the proposed exposure. Record both perspectives where your company supplies and receives services.
| Agreement | Start with | Question to resolve |
|---|---|---|
| Services or an MSA with SOWs | Scope, acceptance, change requests and precedence | Which document controls if the order and master terms disagree? |
| SaaS or software license | Permitted use, data access, service commitments and exit | Can the team retrieve what it needs when the relationship ends? |
| Goods purchase | Specifications, inspection, warranty and remedy | What happens if repair does not solve the problem? |
| NDA | Definition, permitted recipients, exclusions and reporting | Does the proposed restriction account for protected reporting? |
| Creative deliverables | Files, background materials, assignment and license | Are you receiving a copy, copyright ownership or permission to use it? |
| Employment, real estate or regulated transaction | Specialist review of the particular transaction | Who will check the applicable state and industry requirements? |
Clause red flags: turn broad wording into a specific question
Treat the following wording as a prompt to investigate. A red flag is a question for negotiation or legal review, not an automatic conclusion that a clause is unlawful. Capture the exact sentence and the related definitions before proposing a change.
For linked terms, keep the version you reviewed and ask how later changes become part of the agreement. For conflicting schedules, propose an express order of precedence. Use the redlining guide to present each proposed change with its business reason.
| Wording or gap | Ask before signing |
|---|---|
| Services as requested; acceptance at sole discretion | Which deliverables and acceptance evidence are agreed? |
| Payment due without an identified trigger | Does time run from delivery, acceptance or valid invoice receipt? |
| Prices may change at any time | What notice, limit and exit opportunity are proposed? |
| All losses arising in connection with anything | Which claims, parties, conduct and defense costs are covered? |
| Liability capped, except for broadly defined obligations | Do the exceptions reach the exposures you intended to limit? |
| Warranty excluded; repair is the sole remedy | Review warranty exclusion and remedy limitation separately. |
| All work product belongs to customer | Identify the actual transfer instrument and any retained background rights. |
| No disclosure to anyone for any reason | Check the federal protected-reporting notice provisions for covered worker agreements. |
| Renewal unless timely notice | Identify the recipient, delivery method, evidence and actual decision deadline. |
| Termination permitted, but exit duties missing | Request an account of final payments, data return, transition and continuing obligations. |
Primary-source legal checks for common review mistakes
These checks are deliberately scoped. The UCC passages below are model text; compare them with the governing state's enacted version before using them in a real agreement. Model Article 2 addresses transactions in goods, unless context otherwise requires.
Goods: read the warranty and the remedy separately
Subject to subsection (3), model UCC section 2-316 requires a merchantability disclaimer to mention merchantability and, if written, to be conspicuous (Model UCC section 2-316: warranty exclusions).
Subject to the same subsection, a disclaimer of the implied warranty of fitness must be written and conspicuous (Model UCC section 2-316: warranty exclusions).
Model section 2-719 makes resort to the specified remedy optional unless the remedy is expressly agreed to be exclusive (Model UCC section 2-719: remedy limitations).
If circumstances cause an exclusive or limited remedy to fail of its essential purpose, the model text permits remedies as provided in the Act (Model UCC section 2-719: remedy limitations).
Ask counsel to review the disclaimer, remedy, cap and exclusions as a package. Compare the actual promise with the remedy described in the warranty clause guide. Avoid treating a repair promise as a complete answer to every possible claim.
Creative work: delivery and copyright ownership are different
Federal copyright law distinguishes ownership of copyright from ownership of the material object containing the work (17 USC section 202: copyright and copies).
For a copyright ownership transfer other than by operation of law, section 204(a) requires a writing signed by the rights owner or duly authorized agent (17 USC section 204: transfer execution).
Ask the drafter to distinguish project outputs, editable source files, pre-existing materials and the rights you need. Specify whether you want an assignment or a license, and ask counsel to check the proposed grant. Do not leave the review at the phrase work product.
Confidentiality: check the contractor reporting detail
Federal section 1833(b)(3) requires employer notice of the subsection's immunity in covered employee agreements governing use of trade secrets or other confidential information (18 USC section 1833: protected reporting and notice).
For that subsection, employee includes an individual performing work as a contractor or consultant for an employer (18 USC section 1833: protected reporting and notice).
The notice paragraph applies to agreements entered into or updated after enactment of the subsection (18 USC section 1833: protected reporting and notice).
Ask counsel to examine notice compliance in the actual agreement. Pair this check with the confidentiality clause worksheet, and review permitted recipients, purpose, return obligations and retained copies together.
Electronic signing: keep the validity question scoped
For transactions in or affecting interstate or foreign commerce within the Act's scope, federal section 7001 prevents denial of legal effect solely because a signature, contract or record is electronic (15 USC section 7001: electronic validity).
Treat that as a scoped rule about electronic form. Ask separately who may sign, which version is approved and what transaction-specific requirements need checking. Keep the executed agreement and its attachments together.
Worked example: fix a scope gap without losing the approval record
This is an invented services-project example, offered as a review exercise. Alder Operations wants workflow packs from North Studio. Each pack must include a process map, an editable diagram and a responsibility file. The proposed agreement promises only process maps and refers to a missing schedule.
The reviewer marks scope and attachments open. Operations supplies the intended outputs. Procurement requests the schedule. Counsel checks whether the proposed rights cover the intended use. Finance reviews the invoice trigger separately. This is a suggested allocation of tasks, not a legal delegation rule.
Sample scope wording for legal review
The Provider will deliver the outputs identified in Schedule [name and version], including [file formats]. The parties will use [acceptance criteria] and record [acceptance evidence]. A proposed scope change will identify the changed output, timing, price and affected rights before the parties approve the revised package.
| Issue | Decision and evidence | Next owner |
|---|---|---|
| Missing schedule; editable outputs absent | Changed: complete schedule attached and file formats listed | Operations checks the deliverables against the schedule |
| Supplier payment period differs from buyer preference | Accepted exception: authorized finance approver records the agreed trigger and reason | Finance records the invoice evidence and due date |
| Output rights unclear | Changed: proposed assignment or license identified for legal review | Counsel checks the grant; operations confirms intended use |
| Liability wording has unclear exceptions | Open: identify claim categories and proposed allocation | Legal reviewer and authorized risk approver |
| Later draft removes editable diagrams | Reopened: previous scope decision does not cover that new draft | Procurement returns the affected change for review |
Review in steps, then release the exact package
Use distinct labels for fact needed, legal review and business approval. Ask a factual question when an attachment is missing; ask a legal question when the wording or applicable rule needs interpretation; ask for business approval when a responsible person must accept a commercial consequence. An issue may need more than one label.
Signature release record
Approved package and attachments: __________ Open issues resolved or escalated: __________ Accepted exceptions and conditions: __________ Required approvals and evidence locations: __________ Final comparison completed by: __________ Signing authority check: __________ Executed copy location: __________ Operational tasks, dates and owners: __________
- Collect the agreement, orders, schedules and incorporated terms. Record their versions and identify the business owner.
- Read the full package once. Mark unclear promises, missing definitions and conflicts without trying to solve everything in the first pass.
- Work through the printable checklist and the contract-type priorities. Copy each relevant clause into the issue record.
- Assign a named owner and the decision needed. Request a concrete answer or proposed wording, rather than a general approval.
- Compare the negotiated version with the previously reviewed package. Reopen decisions affected by changed wording or attachments.
- Release only the package covered by the recorded decisions. Save the returned executed copy, and hand payment, notice, renewal and delivery tasks to their owners.
What the official pages don't say
The cited provisions do not select your commercial fallback positions, set a review turnaround time or supply a universal liability cap. Choose those through the responsible people in your organization. For unfamiliar transactions, unresolved enforceability questions or regulated obligations, seek a lawyer licensed in the relevant state.
Do not rely on a checklist tick or generated summary as your final decision. Check the actual clause, the cited source and the version being signed. Keep any proposed AI-assisted summary within the same issue-review process, and avoid claims of accuracy or time savings that you have not established.
Frequently asked questions
What should a contract review checklist include?
It should include the parties and signing authority, scope and deliverables, price and payment triggers, term and renewal, warranties and remedies, liability and indemnity, IP, confidentiality, data and exit terms, termination, governing law and the final signature package. Use the printable sheet and add an owner and evidence for each unresolved question.
How do I conduct a contract review?
You review a contract by collecting the complete package, reading it once in full, working through the clause questions, recording issues, assigning decisions and comparing the final version before signature. Keep an operational handoff with the executed copy.
Can I use ChatGPT to review a contract?
If you use generated analysis, treat it as proposed issue spotting. Verify its statements against the full agreement and actual sources, and follow your organization's information-handling rules. Do not treat an output as the approval to sign.
Should every nonstandard clause be rejected?
Use an explicit decision record. Identify the proposed departure, its business consequence, the responsible approver and any legal question. Record a changed term or an accepted exception against the exact version.
What is easy to miss in a contractor NDA?
The federal trade-secret notice provision covers agreements governing trade secrets or confidential information, and the subsection's employee definition includes individuals working as contractors or consultants. Ask counsel to check the actual notice and agreement scope.
What if the contract changes after approval?
Compare the full revised package, identify affected decisions and reopen them for the appropriate reviewers. In the worked example, removing editable outputs reopens the scope and rights questions.
Sources
- Model UCC section 2-102: goods scope
- Model UCC section 2-316: warranty exclusions
- Model UCC section 2-719: remedy limitations
- 17 USC section 202: copyright and material objects
- 17 USC section 204: copyright transfer execution
- 18 USC section 1833: protected reporting and notice
- 15 USC section 7001: electronic validity
Related: Present proposed wording changes · Check the promise and remedy · Map confidentiality obligations