Contract Review Checklist

Title Page

Legal Validity

Does the contract specify the parties involved and is the person or people signing the agreement legally authorized to commit to the agreement?
Does the contract clearly explain what is being proposed?
Has that offer been formally accepted?
Does the contract clearly state what each party will get in return for fulfilling the promises made in the contract?
Has the entire agreement been put into written form?

Review of Clauses and Terms

Terms

If there are any penalties or fees assessed if certain actions are taken or not taken, does the contract clearly state what has to happen for the penalties or fees to apply?
Does the organization carry the type of insurance coverage that the contract requires?
Does the other party carry adequate insurance to cover the risks created by that party while performing his duties under the contract?
Has the other party to the agreement shown proof of insurance coverage with a certificate of insurance and appropriate endorsements—indicating specific coverages, applicable limits, and naming the organization as an additional insured?
If the organization is required to waive its right to reimbursement against the other party, do you know if your insurance provider requires the organization to waive the right to recover, in writing, before a loss takes place, and does the insurance company have to approve this?
Unless disclaimed, some agreements automatically contain warranties. Has the organization's attorney reviewed the contract to ensure that each party has the appropriate level of responsibility?

Does the contract contain a provision that will “hold harmless, indemnify, and defend” the organization or require the organization to do so? If so, does the contract clarify that adequate insurance is available to cover these responsibilities?
Does the agreement include a requirement that both parties protect personal information, and is there a penalty for not doing so?
If the organization wants the other party to specifically perform the contract, is there a provision stating that the organization must give its written permission before the other party can engage someone else to fulfill its responsibilities? (This is called an “assignment.”)
If the contract requires mediation or arbitration, is it clear that the parties can only settle disputes in this way or does it require that alternative dispute resolution be attempted before any dispute can be heard in court?
If arbitration is required, are rules clearly stated for selecting an arbiter from a reputable organization; for example, the American Arbitration Association?
If another state’s law governs the contract dispute, has the organization considered the difficulties this could create, such as finding an attorney licensed to practice in that state?
Does the contract limit the type or amount of damages the organization can recover?

Does the contract list specific circumstances, actions, or failures that will be considered breaches of the agreement?

Does the contract define the circumstances that allow the other party to terminate the contract, or does the contract indicate what other options will be available to protect the interests of the non-breaching party?
Does the contract contain a renewal provision? If so, does the organization have to act to renew or will the contract renew automatically?

Does the contract specify relevant timetables, such as dates for delivery or the length of the agreement?

Is it established that both parties have a full understanding of the contract's terms and provisions?

Completion

Ensure that any blank spaces are filled in or removed before the final contract is signed.
Supporting Notes
Sign-off (Full name and Signature)