A Contract Review Checklist Every In-House Lawyer Should Use

How to review a contract without missing what matters A good contract review is not about reading every word slowly. It is about knowing which clauses carry the risk and checking them in a consistent order so nothing slips through. This checklist works for almost any commercial contract: a vendor agreement, an MSA, an NDA, a services contract. Use it as a repeatable pass rather than a one-off read. This is general guidance, not legal advice. For high-value or unusual deals, get a qualified lawyer to review the final document. ## A fast first pass before you read a word Spend two minutes on these before deep reading. They often decide whether the contract is worth a full review at all. - Right parties? Correct legal names and entities on both sides, matching who is actually doing the deal.

• Right document? The latest version, with all referenced schedules, exhibits and order forms actually attached.
• Who drafted it? Your paper or theirs changes where the risk sits by default.
• What is the deal worth, and for how long? Value and term set how hard you review. ## The clause-by-clause checklist 1. Parties and definitions. Confirm legal names, entities and signatories with authority. Read the definitions; a favourable-looking clause can be gutted by a narrow definition. Red flag: defined terms used but never defined, or definitions that quietly expand one side's rights. 2. Scope and deliverables. What exactly is being provided, by when, and to what standard. Red flag: vague scope with no acceptance criteria, which invites disputes about whether the job was done. 3. Commercial terms. Price, payment timing, taxes, expenses, and any price-escalation or indexing. Red flag: "then-current pricing" on renewal, unclear tax treatment, or payment terms that do not match what was agreed commercially. 4. Obligations and service levels. Each side's ongoing duties, any SLA, and what happens if targets are missed (service credits, step-in, termination). Red flag: obligations on you with hard remedies, but soft or no remedies against the other side. 5. Liability and indemnities. The liability cap, what sits outside it, and who indemnifies whom for what. Red flag: an uncapped indemnity from you, a cap far below the contract value, or a one-sided indemnity. This is usually the highest-risk section; read it twice. 6. Intellectual property. Who owns work created, who keeps background IP, and what licences are granted. Red flag: your IP assigned away by default, or unclear ownership of deliverables. 7. Confidentiality and data protection. Scope and duration of confidentiality, and if personal data is involved, a data processing clause covering purpose, security and sub-processors. Red flag: no data protection terms where personal data clearly flows, or a confidentiality duty that binds only you. 8. Term, termination and renewal. Length, renewal mechanism, notice periods, and termination rights for cause and convenience. Red flag: auto-renewal with a long notice window, or the other side can exit for convenience while you cannot. 9. Dispute resolution and governing law. Which law applies and where disputes are heard (courts or arbitration, and the seat). Red flag: an inconvenient or unexpected forum, or governing law that does not match where the deal actually happens. 10. Boilerplate. Assignment, force majeure, notices, entire agreement, variation, severability. These look dull and routinely cause problems. Red flag: the other side can assign freely but you cannot, or a notices clause that makes valid notice hard to give. 11. Signing and execution. Correct signatories, execution formalities for the jurisdiction, and whether stamping or registration applies. Red flag: a contract signed by someone without authority, or missing a required stamp. ## Review faster by triaging on risk You do not have to give every contract the same depth. Sort incoming contracts into three lanes: - Low risk, standard paper: check parties, scope, price and signature, then approve.
• Medium risk: run the full checklist but focus energy on liability, IP, data and termination.
• High value or non-standard: full checklist plus a second reviewer, and escalate the one or two clauses that carry the real exposure. Keep a short list of your standard fallback positions for the clauses you negotiate most, so you are not reinventing a response each time. ## A note on jurisdiction Enforceability of liability caps, indemnities, restraint clauses, data protection obligations and execution formalities all differ by country. This checklist is India-first in its references to stamping and the Indian Contract Act, and adapts to the UK, Ireland, Singapore, Australia and the US. Where the law differs, confirm the local position rather than assume one rule fits everywhere. This is not legal advice. ## Keep a record of what you flagged A review is only half the job if the findings live in your head. For each contract, keep a short note of the clauses you flagged, the position you asked for, and what was finally agreed. This record pays off three ways. It speeds up the next review of the same counterparty, because you already know where they push. It gives whoever manages the contract after signing a clear list of the risks accepted. And it builds, over time, into your own house playbook of standard positions and fallbacks. Capture it in whatever you already use, as long as it sits with the contract and not in a separate inbox. The aim is that six months later, anyone can see what was negotiated and why, without re-reading the whole agreement. ## Where a contract workspace helps A checklist makes review consistent. The slow part is still manual: finding each clause, comparing it to your standard position, and remembering what you flagged last time. Reviewing contracts against a checklist like this, and keeping track of what you flagged, can live in one AI workspace tuned to your company rather than in your head and your inbox. A tool like Adira is built for this: it opens a document, marks each position as favourable, neutral or unfavourable to your side, surfaces red flags and missing clauses against your own standards, and lets you edit terms in plain language with a clean diff. The checklist on its own is enough to review a contract well; a workspace simply keeps every pass consistent as the pile grows.