How to review a contract before signing: a practical checklist

The safest time to find a mismatch is before anyone signs. Start with the final version that the parties intend to execute, not an earlier draft or an email summary. Compare it to the commercial discussion line by line where the deal is important: parties, deliverables, money, dates, acceptance, ownership, confidentiality, liability, termination, and dispute process.

First-pass contract review checklist

• Correct parties: legal names, addresses, roles, and the person who has authority to sign.
• Clear scope: what is included, what is excluded, milestones, dependencies, and acceptance criteria.
• Money and timing: price, taxes, invoices, payment due dates, expenses, renewals, and change-control process.
• Risk allocation: confidentiality, intellectual property, warranties, limits of liability, indemnities, and insurance where relevant.
• Exit and evidence: term, termination, notice method, return of materials, governing law, dispute process, and execution formalities.

Review the exact version that will be executed

Resolve tracked changes, placeholders, blank schedules, inconsistent definitions, and mismatched cross-references before you send a signing request. If the agreement changes after review, repeat the relevant review instead of assuming the change is harmless. Keep a clear copy of the final document and a record of who approved it internally.