Contract Review Checklist for In-House Lawyers
How to use this checklist
A contract review checklist makes sure you check the same things every time, especially on a busy day when a contract lands between two meetings. This one is written for in-house lawyers reviewing commercial contracts, often on the other side's paper. Use it as a whole for a full review, or use the short version at the end for routine contracts.
A checklist does not tell you what to accept. That is what a contract playbook is for. The checklist tells you where to look; the playbook tells you what your company can agree to when you find something.
Before you read: decide how deep to go
The most useful five minutes of any review happen before you open the contract. Answer these first, because they decide whether this is a fifteen-minute check or a full review.
- What is the deal? One sentence: who does what for whom, and for how long.
- Which side are we on? Supplier or customer, discloser or recipient. It flips which clauses protect you.
- Whose paper is it? Your template means you check the changes. Their paper means you read everything.
- What is it worth and what could go wrong? Contract value, and the worst realistic outcome if it goes badly.
- What is the deadline, and who set it? A real deadline changes your approach; an invented one is worth questioning.
- Who in the business owns it? The person who can answer commercial questions and will live with the contract.
If the contract is on your template, low value and the worst outcome is small, go to the fifteen-minute version below. Otherwise, keep going.
The commercial terms
These are the terms the business cares about most, and the ones most often left to legal to notice.
- Parties. The correct legal entities, with registration numbers. Is it your contracting entity, not a group company that should not be bound?
- Scope. What exactly is delivered, and is it defined clearly enough to tell later whether it was delivered? Vague scope causes more disputes than any liability clause.
- Price and payment. Amount, currency, when invoices are due and what happens if payment is late. See payment terms clauses.
- Price changes. Can the price increase during the term, and by how much?
- Term and renewal. Start date, end date, whether it renews automatically and the notice period to stop it. Put the notice date in your calendar now. See auto-renewal clauses.
- Service levels. If there are SLAs, what happens when they are missed: credits, termination rights or nothing?
- Exclusivity and minimum commitments. Anything that stops you buying elsewhere or commits you to a volume.
The risk clauses
This is where most of your judgement goes. Check each against your playbook, and flag anything outside it.
- Limitation of liability. Is there a cap, how is it calculated, and does it apply to both sides? Check what is excluded from the cap, because that is often where the real risk sits. See limitation of liability.
- Indemnities. Who indemnifies whom, for what, and is the indemnity inside or outside the liability cap? See indemnification clauses.
- Warranties. What each side promises, for how long, and what the remedy is if a warranty is broken.
- Termination. Can either side terminate for convenience, and with what notice? What counts as a material breach, and is there a cure period? See termination clauses.
- Consequences of termination. Payments due, return of data, transition help and which clauses survive.
- Insurance. Any required cover, and does your actual insurance meet it?
A liability cap of twelve months' fees looks reassuring. If data breaches, confidentiality and indemnities are all excluded from it, most of the risk in a software or services contract is uncapped. Always read the exclusions together with the cap.
Data, IP and confidentiality
- Personal data. Is personal data processed? If so, is there a data processing agreement, and does it match the actual processing? See data processing agreements.
- Data location and subprocessors. Where data is stored, and whether the other side can add subprocessors without telling you.
- IP ownership. Who owns what is created under the contract, and what licence the other side gets. See IP ownership clauses.
- Your existing IP. Make sure nothing grants rights in what you already own beyond what the deal needs.
- Confidentiality. What counts as confidential, how long the obligation lasts, and the usual exceptions.
- Publicity. Can the other side use your name or logo?
The boilerplate that hides surprises
The clauses at the end are where unwelcome terms sit unnoticed, because everyone assumes they are standard.
- Governing law and disputes. Which law, which courts or arbitration, and where. A foreign forum can make a small claim impossible to pursue.
- Order of precedence. If there are several documents, which wins? Make sure the other side's general terms cannot override the negotiated contract.
- Definitions. Skim them for words that widen an obligation, such as an "Affiliate" definition that pulls your whole group in.
- Assignment and change of control. Can you transfer the contract if the business is sold? Can they transfer it to someone you would not choose?
- Entire agreement. Anything promised in emails or a sales deck that is not in the contract will not count.
- Notices. The right address and person for formal notices, especially termination notices.
- Amendments. Changes only in writing and signed, so an email thread cannot change the deal.
Before signing
- Final version. The version being signed is the one you approved, with all agreed changes and no leftover comments.
- Signatory. The person signing is authorised to bind the company, on both sides.
- Attachments. All schedules and exhibits referred to are attached and final.
- After signing. The signed copy is stored where your team can find it, with the renewal date, notice period and owner recorded. See what is an executed contract.
The fifteen-minute version
For routine contracts on your own template, or close to it, this short list catches most of what matters.
- Right parties and entity
- Scope and price match the deal
- Term, renewal and notice date
- Changes against your template
- Cap and its exclusions
- Right version and signatory
If any of those turns up something outside your playbook, switch to the full review for that clause only. You do not need to restart the whole contract.
A consistent checklist also makes routine reviews easy to hand off: if a colleague or a business user runs the fifteen-minute version and escalates only what falls outside it, your own time goes to the contracts that need it. The guide to setting up a legal triage system covers how to route those requests.
How to do this in Bind
In Bind, a review of the other side's paper runs against your playbook, and you see a review plan before anything in the contract changes.
The steps, with the names you will see in Bind:
- Start the review. Upload the contract and type
/reviewin the chat. - Choose the playbook. Bind suggests the playbooks whose description fits the contract. Pick the one to review against.
- Check the review plan. Bind shows what it intends to change and why before it edits anything, so you decide only on the points that fall outside your positions.
Ready to simplify your contracts?
See how Bind helps teams manage contracts from draft to signature in one platform.
Frequently asked questions
- What should a contract review checklist include?
- Five groups of checks: the context before you read (what the deal is, which side you are on, value and deadline), the commercial terms (scope, price, payment, term and renewal), the risk clauses (liability, indemnities, warranties, termination), data and IP, and the boilerplate that hides surprises (governing law, assignment, notices, entire agreement). Finish with signing checks: the right entity, the right signatory and the right version.
- How long should a contract review take?
- It depends on the risk, not the page count. A routine contract on terms close to your standard can be checked in about fifteen minutes against a short list. A contract on the other side's paper with liability, data or IP exposure deserves a full review. Decide which kind it is before you start reading, so you do not spend an hour on an NDA or fifteen minutes on a major supplier agreement.
- What are the most commonly missed issues in contract review?
- The ones outside the main risk clauses: automatic renewal with a long notice period, a liability cap that excludes the risks that matter most, definitions that quietly widen an obligation, assignment clauses that block a future sale of the business, and order-of-precedence clauses that let the other side's terms override yours. Signing the wrong version or with the wrong legal entity is also more common than it should be.
- Should business users review contracts with a checklist?
- They can run the first pass on routine contracts: check the parties, the commercial terms and the dates, and flag anything outside what they are allowed to agree. The risk clauses should stay with legal unless you have a written playbook that says what business users can accept. A checklist tells them what to look at; a playbook tells them what they can agree to.
Bind is trusted by legal teams across Europe and the US
