How to Review a Contract Before Signing: A Practical Checklist

1. Parties to the Contract

Start with who is actually signing.

• Verify the full legal name of the counterparty — does it match their business registry entry?
• Are the entity type and registration number included?
• Is the signatory's authority referenced (bylaws, board resolution, power of attorney)?
• Do the details in the header match those in the bank details section at the end?

If the signatory acts under a power of attorney, check its expiration date and scope. A contract signed by an unauthorized person may be unenforceable.

2. Scope of Work / Subject Matter

This is the core of any agreement. The scope must be specific and measurable.

• What exactly is being delivered? "Consulting services" is not enough. There should be a list, volume, or specification.
• If goods are supplied, is there a reference to a specification with quantities and characteristics?
• Are there acceptance criteria — how will you know the work is done or the goods are delivered?

A vague scope is a future dispute waiting to happen: "I thought you'd do X, you did Y, and technically we both read the same words."

3. Deadlines and Milestones

Timelines should be calendar-based rather than event-based whenever possible.

• Start date and end date for each deliverable.
• What counts as "completion": the send date, the delivery date, or the acceptance sign-off date?
• Are there penalties for delays, and are they proportionate?

A phrase like "within a reasonable time" without further definition is a red flag. Reasonable by whose standard?

4. Price and Payment Terms

Seeing a number is not enough. Check:

• Are taxes included or stated separately?
• What additional costs could arise: shipping, travel, licenses, third-party fees?
• What is the payment schedule: upfront, milestone-based, or upon completion?
• Are payments tied to deliverables, or just to calendar dates?

If the contract references pricing in an appendix, make sure the appendix exists and is attached.

5. Liability and Indemnification

The liability section is often written in dense legalese, but it is where the most painful surprises hide.

• What penalties apply to each side, and are they symmetric?
• Is there a cap on total liability, and is it reasonable relative to the contract value?
• Are consequential damages (loss of profits, indirect losses) excluded?
• Is there a force majeure clause, and what does it actually cover?

6. Termination

You need a clear exit path from any contract.

• Can you terminate for convenience, and with how much notice?
• What happens upon termination: refund of prepaid amounts, payment for work completed?
• Is there an early termination fee?
• What happens to confidential information after termination?

7. Governing Law and Dispute Resolution

Even a well-drafted contract is useless if you cannot enforce it practically.

• Which courts have jurisdiction — your location, the counterparty's, or a specific arbitration venue?
• If the counterparty is in another state or country, how convenient is the chosen forum for you?
• Which law applies: your state, the counterparty's state, or a foreign jurisdiction?

8. Attachments and Document Versions

• Do all attachments referenced in the contract actually exist and are they included?
• Do dates and version numbers match across all pages?
• Are there any discrepancies between the main contract text and the attachments?

How SmartSplitAI Contract Review Helps

The checklist above covers the essentials that can be checked manually. But when a contract runs 20–50 pages, reviewing every section takes hours. SmartSplitAI Contract Review performs a first-pass analysis in under a minute: it identifies the parties, obligations, deadlines, payment terms, and potentially risky language. It is not a replacement for a lawyer — it is a tool that helps you find the points of attention faster, before you sit down with a professional.