---
name: contract-review
description: Use when asked to review a contract before signing, or to build a contract-review checklist — covering scope, payment, termination, liability, confidentiality, and renewal terms — as a general review practice rather than a specific type of contract; for general guidance only, not legal advice, so always direct the reader to consult a qualified lawyer for their specific situation and jurisdiction.
---

# Contract Review

Contract review is the practice of reading a contract closely before
signing it, checking that its terms match what was actually negotiated
and that no clause creates unexpected risk. It's a discipline that
applies across contract types — a vendor agreement, an
[[non-disclosure-agreement]], a [[service-level-agreement]], an
employment contract — not a document type of its own.

## Key areas to check

- **Scope and deliverables** — what's actually being delivered, and
  whether it matches the [[statement-of-work]] or proposal that was
  negotiated, not just a vague restatement of "services."
- **Payment terms** — amounts, due dates, late-payment penalties,
  currency, and any conditions attached to payment (milestones,
  acceptance criteria) that could delay it.
- **Termination clauses** — how either party can end the contract,
  required notice period, and what obligations (payment, data return,
  transition assistance) survive termination.
- **Liability and indemnification** — who's responsible for what
  damages, any caps on liability, and which party indemnifies the other
  against which kinds of claims.
- **Confidentiality** — what information is protected and for how
  long, often incorporating or referencing a separate
  [[non-disclosure-agreement]].
- **Renewal and auto-renewal terms** — whether the contract renews
  automatically, the notice window required to opt out, and how pricing
  or terms can change at renewal.

## A sensible review sequence

1. Read the whole contract once, start to finish, without stopping to
   negotiate anything — the goal on the first pass is simply
   understanding what it actually says.
2. Compare scope, deliverables, and price against whatever was actually
   negotiated or proposed, flagging any mismatch immediately.
3. Check termination, renewal, liability, and indemnification clauses
   specifically, since these are the terms that matter most when
   something goes wrong later and are also the ones most likely to
   contain unfavorable boilerplate. **Termination and renewal:**
   confirm the notice period is realistic and that auto-renewal, if
   present, is something the signer actually wants. **Liability and
   indemnification:** confirm any liability cap is proportionate to
   the actual risk being taken on, not just a standard number carried
   over from a template.
4. Confirm every verbal promise or agreed change from negotiation
   actually appears in the written contract — nothing discussed but
   unwritten will be enforceable later.
5. Route anything ambiguous, high-value, or unusual to a qualified
   lawyer before signing, rather than resolving it by assumption.

## Common pitfalls

- **Auto-renewal clauses missed until it's too late** — a contract that
  silently renews for another full term because the opt-out window
  passed unnoticed, often locking in outdated pricing or terms.
- **Liability caps that don't match actual risk exposure** — a low cap
  on a contract where the potential damages from a failure are far
  higher leaves the injured party with no real recourse.
- **Verbal promises never written down** — a concession made during
  negotiation ("we'll waive that fee," "we'll extend the deadline if
  needed") that never makes it into the signed document isn't
  enforceable, no matter how clearly it was discussed.
- **Reviewing only the sections that seem relevant** — skipping
  boilerplate (governing law, dispute resolution, assignment) because
  it looks standard, when it can materially affect where and how a
  dispute gets resolved.
- **No one accountable for tracking key dates** — a signed contract
  with a renewal or termination-notice deadline that isn't calendared
  anywhere effectively removes the option it was meant to preserve.
- **Treating the first draft as fixed** — assuming contract language
  from the other party isn't negotiable, when in practice most terms
  short of core pricing are open to discussion before signing.

## A note on legal advice

This is general guidance on what to look for and why, not legal advice.
Whether specific terms are fair, standard, or enforceable depends on
jurisdiction, industry, and the specifics of the deal — always direct
the reader to have a contract reviewed by a qualified lawyer before
signing, especially for anything high-value or unusual.

## Learn more

- [[non-disclosure-agreement]] and [[service-level-agreement]] for two
  specific contract types this general review practice applies to.
- [[statement-of-work]] for the deliverables document a contract's
  scope section should be checked against.
- [[vendor-management]] for the ongoing relationship a contract sets
  the terms for.