Contract review checklist: 20 points to check before you sign

Most contracts go wrong in the same places: a missing cap, an assignment clause that ignores a sale of the business, a renewal nobody diarised. This checklist walks through the points to check on almost any commercial contract, in the order most reviewers read them. Each item links to a longer guide on that clause.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

How to use this checklist

• Know your side. Decide first whether you are the customer or the supplier, the discloser or the recipient. Most points below cut differently depending on the side you act for.
• Read the whole agreement. Order forms, statements of work, schedules and policies incorporated by reference often change the main terms.
• Check the governing law. These points describe general US practice. The law of the state named in the governing law clause can change the answer, so check it before relying on any point.

The deal basics

1. Parties. Are the full legal names, entity types and states of organization correct? Is the entity that signs the one that will pay or perform? If a parent or affiliate gives the promise, check for a guarantee.
2. Scope and deliverables. Is what is being bought described clearly enough to tell whether it was delivered? Check service levels, acceptance and any statement of work. See our SOW review guide.
3. Term and renewal. When does the contract start and end? Does it renew automatically, and how much notice stops a renewal? Diarise the notice date. See our termination clause guide.
4. Payment. Fees, invoicing, the payment period, disputed invoices, late interest, taxes and price increases at renewal. See our payment terms clause guide.
5. Order of precedence. If the master agreement, order form and statement of work conflict, which wins? Without an order of precedence clause, conflicts are argued after the fact.

Information, IP and data

6. Intellectual property. Who owns the deliverables? Does the agreement assign rights in writing, or only call the work "work made for hire"? What license covers background IP? See our IP ownership clause guide.
7. Confidentiality. The definition, the standard exclusions, the use restriction, compelled disclosure and how long the duty lasts. See our confidentiality clause guide. For a standalone NDA, see how to review an NDA in Word.
8. Data security and privacy. Security standards, incident notice, subprocessors, deletion at the end and whether data breach losses sit inside the cap. See our data security clause guide. If personal data is processed for you, check the data processing addendum as well.

Risk allocation

9. Warranties. What each side promises, any disclaimer of implied warranties and the remedy if a warranty is breached. See our warranty clause guide.
10. Indemnification. Who indemnifies whom, for which claims, whether "defend" is included and the procedure for handling a claim. See our indemnification clause guide.
11. Limitation of liability. The cap, what is excluded (such as consequential damages) and what is carved out of the cap. Check that the cap and the indemnities work together. See our limitation of liability clause guide.
12. Force majeure. Which events excuse performance, whether payment obligations are carved out and when either side can terminate after a long delay. See our force majeure clause guide.
13. Insurance. Required coverage types and limits, and whether they match the liability cap and the indemnities.

Ending the contract and changes of ownership

14. Termination. Termination for cause and cure periods, termination for convenience, insolvency triggers, the effects of termination and which clauses survive. See our termination clause guide.
15. Assignment. Can either side transfer the contract without consent? Is a transfer in breach void or only a breach? See our assignment clause guide.
16. Change of control. What happens if the other side is sold, merges or is bought by your competitor? Many assignment clauses do not cover a share sale unless they say so. See our change of control clause guide.

Commercial protections

17. Audit rights. Can you check invoices, usage or compliance? Check scope, notice, frequency, who may audit and who pays. See our audit rights clause guide.
18. Most favored nation (MFN) pricing. Is there a promise that you get the best price? Check the comparison group, how compliance is shown and whether the remedy is a refund or only a lower price going forward. See our MFN clause guide.
19. Restrictive covenants. Non-solicitation and non-compete promises, their scope and duration, and whether the governing state enforces them. See our non-solicitation clause guide. Also see our non-compete review guide.

Boilerplate that decides disputes

20. Governing law, forum and signatures. Which state's law applies, where disputes are heard, any arbitration clause and jury waiver, how notices must be given, the entire agreement clause and who signs with authority. See our governing law clause guide.

Which contracts have a LexDraft playbook?

LexDraft has four built-in playbooks. Run the matching playbook on the whole agreement and it checks the points above that apply to that agreement type.

• NDA playbook: how to review an NDA in Word
• SaaS MSA playbook: how to review an MSA in Word
• DPA playbook: how to review a DPA in Word
• Services agreement playbook: for consulting and professional services agreements. See how to review a consulting agreement.

Other contracts, such as leases, distribution agreements or purchase agreements, run as a general AI review against the governing law you chose. That is not a playbook, so use this checklist to direct your own read. For document-specific lists, see our contract checklists, and for every clause guide in one place, see the contract clause review hub.

A contract review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. For NDAs, SaaS MSAs, DPAs and services agreements, run the matching playbook on the whole agreement. For other contracts LexDraft runs a general AI review against the governing law you chose, so use this checklist to direct your own read.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

What LexDraft does not do

LexDraft does not give legal advice and does not decide whether a contract is acceptable for your client. AI output can be wrong, so qualified counsel must check every redline. Nothing changes in your document until you accept a redline.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.