What should you include in a contract review checklist?

Parties to the Contract Contract Title and Date Recitals or Preamble Definitions and Interpretation Contract Term Obligations and Responsibilities Payment Terms Scope of Work or Deliverables Confidentiality and Non-Disclosure (if applicable) Intellectual Property Rights (if applicable) Indemnification and Liability Termination and Exit Clauses Dispute Resolution Force Majeure Insurance Requirements (if applicable) Amendments and Modifications Governing Law and Jurisdiction Execution and Signatures Appendices, Exhibits, and Attachments Compliance with Regulations & Laws

Need to add the State having jurisdiction for any disputes. It’s always a good idea to have an arbitration clause to settle disputes. Be very precise on the exact contracting parties.

Here is a checklist of topics to be included in written contracts: 1. Parties Identified 2. Fees with Payment Schedule 3. Exhibits Referenced 4. Exhibits Completed 5. Term 6. Termination for Cause 7. Termination without Cause 8. Confidentiality 9. General Indemnification 10. Infringement Indemnification 11. Limitation of Liability 12. Insurance 13. Audit 14. Assignment 15. Integration Clause 16. Governing Law & Venue 17. Amendments 18. Severability 19. Subcontractors 20. Counterpart Signatures Okay 21. Parties Independent Contractors 22. Reps & Warranties 23. Disclaimer of Reps & Warranties 24. Notices 25. Publicity 26. Survival 27. Waiver 28. Attorneys' Fees 29. Alternative Dispute Resolution

Basic Information: Parties, effective date, and term. Definitions: Clearly defined terms. Scope: Responsibilities, deliverables. Payment Terms: Amounts and schedule. Confidentiality: Protection of sensitive information. Intellectual Property: Ownership and usage rights. Indemnification: Responsibilities for losses. Representations and Warranties: Assurances made by each party. Dispute Resolution: Governing law and resolution process. Termination: Conditions of termination. Force Majeure: Provisions for unforeseen events. Amendments: Process for changes. Notices: Official communication requirements. Consistency Review: Verify term consistency. Ambiguity: Identify and clarify ambiguous language. Final Approval: Confirm necessary approvals.

Parties to the contract, the governing terms and conditions and any non standard terms, the products and services ordered, payment terms, the contract effective date, signatures from both authorized parties.

A thorough understanding of the project or service expectations to avoid any ambiguity that could lead to disputes or misunderstandings is key. I'd also suggest paying close attention to any clauses related to changes in the scope. Often, projects evolve, and having a flexible yet well-defined process for handling scope changes can prevent potential conflicts. This should ideally include how such changes will impact deadlines, costs, and quality standards. Moreover, it's wise to consider the implications of not meeting the deliverables, such as penalties or dispute resolution mechanisms, to ensure all parties remain committed to the contract’s terms.

Read and re-read how every concept has been written down, is the language clear, is it identifies what it is supposed to say, with time will it still be understandable. Most of the time the parties are so aligned with all the ideas that they understand easily what is stated in a contract, but a contract is not written down for that moment, it is for the future, for when the parties have doubts, to clarify and understand. Years ago a contract was set on a certain territory (a city) and a map was included to set the territory limits, the map was not detailed and the city grew brutally. The parties has a lot of issues trying to identify if the set territory was in fact growing with the city or had to be considered as it was when first signed

Duties and responsibilities, termination and renewable clauses should be spelled out in direct language and without ambiguity as much as possible. Mutual and win-win normally are most effective contracts.

In media contracts, particularly for productions or content distribution, clarity on scope and deliverables is vital to avoid disputes over content rights and responsibilities. Entertainment contracts, especially for live events or productions, require detailed scope definition to manage expectations around timelines, performance, and deliverables. In media and entertainment, aligning payment terms with deliverables and milestones is crucial for maintaining cash flow and project viability. Tech contracts should precisely define software or service deliverables, including updates and support, to prevent misunderstandings. Ensure that milestones and deadlines in tech contracts are realistic, considering development and deployment stages.

I agree that scope and deliverables should be mapped to the pricing method and payment terms. For example, for fixed price contracts, it should be clear that all deliverables are included in the price or that certain deliverables will be considered extras. Unit price, time and materials, economic adjustments must similarly be reviewed against all deliverables and not be treated as an afterthought.

In media contracts, assess risk allocation for content production and distribution, especially considering intellectual property infringement and content liability. Entertainment contracts often involve physical risks; ensure proper risk management strategies, like indemnities and insurance, are in place for events or productions. Ensure that warranties in media and entertainment contracts are realistic, reflecting the practicalities of creative content production and distribution. Tech contracts should clearly define liability limits, for software failures or data breaches, and align them with industry standards and risk profiles. Review indemnification clauses to protect against risks associated with third-party services or products.

It's important to ensure a fair and reasonable allocation of risks and liabilities between the parties. I would recommend a thorough examination of the force majeure clause, which can often be overlooked. This clause plays a vital role in stipulating the course of action in unforeseen and uncontrollable events, providing a safeguard for the parties involved. Also consider the long-term implications of the indemnities and warranties. They should be sustainable and realistic over the contract’s duration, taking into account the evolving nature of business risks. It's always beneficial to review the contract in the context of current laws and regulations to ensure ongoing compliance and protection against legal vulnerabilities.

In media contracts, ensure payment terms and invoicing procedures are aligned with industry norms and project timelines, as cash flow is crucial. Entertainment contracts should have well-defined dispute resolution clauses, considering the high stakes and potential for creative disagreements. Tech contracts require clear terms on change orders due to the dynamic nature of tech projects; ensure flexibility without compromising project scope. Check for clear termination and renewal clauses in tech contracts to accommodate the fast-paced changes in technology and market needs. Confidentiality terms are vital in all three industries to protect proprietary information, unreleased content, and sensitive data.

Clarity and comprehensiveness of the terms and conditions in a contract is absolutely fundamental. Ensuring that all aspects of the project or service are meticulously covered is key to avoiding future disputes. I believe it's equally important to scrutinise the contract for its adaptability to unforeseen circumstances. Also, it’s worth paying attention to the termination and renewal clauses to understand the rights and obligations of each party at the end of the contract term or in case of early termination. This can significantly reduce potential risks and help maintain a positive business relationship, ensuring that confidentiality clauses are precise and in line with both parties' data protection obligations.

In media contracts, ensure compliance with copyright laws and broadcasting regulations, critical for content distribution and rights management. Entertainment contracts should respect labour laws and intellectual property rights, crucial in an industry reliant on creative talent and content. Tech contracts must align with data protection and privacy laws, especially given the global nature of technology services and products. Verify that the governing law and jurisdiction clauses in contracts are suitable for all parties, considering the international scope of tech and media projects. Ensure contracts in these industries don't breach ethical standards, maintaining reputation and trust in rapidly evolving and highly public sectors.

This is an aspect often understated yet fundamental. Also consider the evolving nature of laws and regulations, in sectors that are rapidly changing due to technological advancements. This foresight can help in structuring a contract that remains compliant over its duration. It’s also worth considering the inclusion of clauses that address compliance with international standards if the contract spans across borders. This can safeguard against inadvertent legal breaches and uphold the contract's integrity in different jurisdictions. A well-articulated dispute resolution mechanism, compliant with chosen laws and jurisdictions, can provide a clear pathway for resolving potential legal conflicts, thus ensuring smoother business operations.

As for an international contract (involving parties based in 2 different countries), parties can chose the applicable law. However, it is important to check thar the terms of the contract do not violate the mandarory rules of the country of its execution. It is important to harmonize the applicable law with comprtent jurisdictions. Some international agreements like the United Nations Convention on Contracts for the International Sale of Goods provides with a set of rules that can apply directly, when a law of a contracting State is applicable.

I sometimes like to have places at the bottom of each page for all parties to initial. This should signify that everyone has read and, hopefully, understood all the terms and conditions.

Once you finish negotiating your contract: ?? Get it signed. Believe it or not, people forget to sign them. ?? Save a copy of every signed contract so you can find it. You'd be surprised how often people can't find a signed copy.

By incorporating the below clauses into your contract review checklist, you can enhance accountability, and overall risk management: 7. Performance Metrics: Specify measurable KPIs for accountability. 8. Termination Clauses: Clarify conditions, notice periods, and penalties. 9. Insurance Requirements: Outline types and amounts of coverage. 10. Confidentiality: Define scope and duration of obligations. 11. Dispute Resolution:Detail arbitration, mediation, or litigation steps. 12. Change Control:Manage scope alterations with defined procedures. 13. Governing Law: Specify applicable law and jurisdiction. 14. Indemnification: Clearly outline liability responsibilities. 15. Escalation Procedures: Define step-by-step issue resolution processes.

For renewable contract, long-term contract or successive execution contract I suggest to set up a reminder for: - its milestones - a date when a contract can be renewed. In case of post contractual obligations like confidentiality or non competition, it is important to define the starting point of these obligations.

The contract should include a deadline for all parties to sign by, or else the contract is no longer valid and up for re-negotiation.

Picking up on Justin McNaughton's point below... File naming protocol (my colleagues are tired of me banging on about this). Per said protocol try "_SIGNED" as the final text of the document name!