A Checklist for Contracts: 28 Things to Check Before You Sign

Most people read a contract the same way: start at the top, slow down when something looks alarming, speed up when it does not, and stop when the pages run out. It feels careful. It is the least reliable method available, because it leaves you deciding what matters while you are still finding out what is in there.

A checklist for contracts fixes that by settling the questions in advance. This one works on any agreement, whether it is a freelance contract, a vendor agreement, a lease or an employment offer. It is general information rather than legal advice, and contract law varies by state and by contract type, so anything significant is still worth putting in front of a lawyer.

The checklist for contracts, in full

Seven groups, twenty-eight checks. Work through them in order rather than reading the document front to back, and treat a check you cannot complete as a finding rather than a gap. A contract that is silent on payment timing has told you something.

Caption: The full checklist. Free to reproduce with attribution.

The rest of this post explains what each group is looking for and why it matters.

1. The basics

Start with who and when, because errors here undo everything downstream. Check that the other party is named exactly, and that the name matches the entity you have actually been dealing with. A contract signed with a trading name rather than the registered company, or with an individual rather than their business, changes who you can pursue if things go wrong.

Then confirm the dates: when it starts, when it ends, and whether anything renews. Finally, make sure every schedule, annex, exhibit and referenced policy is actually attached. A contract that incorporates a document you have never seen is a contract you have not read.

2. What each side actually has to do

Vague obligations are the most common defect in small-business agreements, and they are dangerous in both directions. Your obligations should be specific enough that you can tell when you have met them. Their obligations should be equally specific, because you cannot enforce a promise to use reasonable efforts to deliver a good outcome.

Look for dates rather than intentions, and for a stated process for changing scope. Scope changes happen on almost every engagement, and a contract with no mechanism for them turns each one into a negotiation from scratch.

3. Money

Find the total, then find everything excluded from it. Then find when payment is due and what starts the clock, because invoice date, delivery date and acceptance date can be weeks apart.

Check the consequences of late payment in both directions, and check who carries expenses, taxes and third-party costs. On a fixed-fee contract those exclusions are where the real number lives.

4. How it ends

This is the group people skip and the group that costs the most. Look for automatic renewal and, if it is there, the deadline for giving notice to stop it. Then find out whether you can exit early at all, and what that costs.

Check what happens to work in progress, to data, and to money already paid when the agreement ends. And check the notice provisions themselves: how much, in what form, and to what address, because notice sent the wrong way is often no notice at all.

5. Who carries the risk

Three clauses do most of the work here, and they are the ones most often one-sided. A limitation of liability caps what you can be held responsible for, and the question is not just whether there is a cap but whether it applies to both sides. An indemnity is a promise to cover someone else's losses, and an uncapped one is an open-ended commitment. Insurance requirements can quietly oblige you to buy cover you do not have.

Then there is the personal guarantee. It does not remove your company's limited liability generally, but it adds your personal assets as security for this particular obligation, alongside the company's. If one is present, it deserves its own decision rather than being absorbed into a general yes.

6. Ownership and confidentiality

Establish who owns what gets created, and when ownership transfers, because a clause transferring rights on completion is very different from one transferring rights on payment. Check whether anything you already owned is being assigned, which is a common overreach in intellectual property clauses.

Check how long confidentiality obligations last, and whether there is any restriction on who else you can work for. Non-compete and non-solicit terms turn up in agreements that are not employment contracts, and their enforceability varies enormously by state.

7. What happens if it goes wrong

The last few pages decide the shape of any dispute, and they are usually skimmed hardest. A governing law clause names whose law applies. A venue clause names where a case has to be brought, which can mean a court on the other side of the country. An arbitration clause can remove the dispute from court altogether. And a prevailing party clause decides whether the loser pays the winner's legal costs, which can turn a claim that is not worth bringing into one that is, or the reverse.

Why a checklist works when reading does not

This is not a discipline problem, and the evidence on it is unusually clear.

Caption: Sources: Adobe with Advanis, January 2025; Obar and Oeldorf-Hirsch, The Biggest Lie on the Internet, 2020.

The second study is the memorable one. Participants joining a fictitious social network were presented with terms that included a clause requiring them to hand over a first-born child as payment. Almost all of them agreed. The median time spent on the terms of service was fifty-one seconds, against a document the researchers estimated would take fifteen to seventeen minutes to read properly.

What the two findings have in common is that unstructured reading fails in a predictable way. A checklist works precisely because it removes the judgment calls from the moment when you are least equipped to make them.

Three things that should stop you signing today

• A personal guarantee. It puts your personal assets behind this obligation, alongside your company's. It is the term most worth sleeping on rather than signing the day you first read it.

• Automatic renewal with a notice deadline. The clause is harmless until the deadline passes. Put the date in your calendar before you sign, not after.

• An uncapped indemnity. A promise to cover another party's losses with no ceiling can run past the value of the deal without limit, which is true of very few other clauses in a standard commercial contract.

None of these is automatically unfair, and all three appear in perfectly normal agreements. The point is that each deserves a deliberate decision rather than a signature at the end of a long document.

Does it even need to be in writing

Often not. An oral agreement can be a binding contract, and under general contract principles what is required is mutual assent, consideration, capacity and a lawful purpose. Certain categories do have to be in writing to be enforceable under each state's statute of frauds, including contracts for the sale of land, contracts that cannot be performed within a year, and sales of goods at or above five hundred dollars.

The practical point runs the other way, though. The question is rarely whether an oral agreement is binding. It is whether you can prove what was agreed, and a written contract exists mostly to answer that.

Checklists for specific agreements

• Reviewing a lease before you sign, the seven residential clauses worth reading twice

• What to check before signing a job offer, including notice, non-competes and clawbacks

• NDA red flags, the six clauses that turn a routine NDA into something else

• How leases work, if the agreement in front of you is a lease

• The lease-end review, for the other end of the same document

When to get a lawyer to read it

A checklist tells you what is in a document and what is missing from it. It does not tell you whether a term is enforceable where you live, or whether the deal is a good one. If the agreement carries significant money, a personal guarantee, an unfamiliar jurisdiction, a long commitment, or a term you still do not understand after a careful pass, that is a conversation with a lawyer. The checklist makes that conversation shorter and cheaper, because you arrive knowing which clauses you are asking about.

The short version

Work a checklist for contracts rather than reading front to back. Seven groups: the parties and dates, what each side must do, money, how it ends, who carries the risk, ownership and confidentiality, and what governs a dispute. Treat a personal guarantee, an automatic renewal and an uncapped indemnity as reasons to pause rather than clauses to absorb.

If you would rather not do the first pass by hand, you can paste the agreement into RateMyContract and get a plain-English summary with those same sections pulled out and unusual terms flagged for a closer look. It reads the document rather than giving legal advice, and it is there to tell you what to ask about.

Frequently asked questions

What should a checklist for contracts include?

Seven groups cover any agreement: the parties and dates, the obligations on each side, money and payment timing, how the contract ends, who carries the risk, ownership and confidentiality, and what governs a dispute. Twenty-eight checks in total, and a check you cannot complete is itself a finding.

Is there a single checklist for contracts that works on every agreement?

Broadly yes, because every contract answers the same underlying questions: who, what, how much, how it ends, who carries the risk, who owns what, and what happens in a dispute. The wording differs by contract type but the groups do not, which is why one checklist covers a lease and a vendor agreement alike.

What is the most commonly missed clause in a contract?

Practitioners consistently point to automatic renewal, because it is harmless right up until the notice deadline passes and then commits you to another full term. Uncapped indemnities and personal guarantees are the two that carry the most financial risk when they are missed.

Do I have to read the whole contract?

Ideally yes, but the evidence suggests almost nobody does. A structured pass over the seven groups catches most of what matters in a fraction of the time, and it is far more reliable than reading front to back and hoping something jumps out.

Is a contract valid if it is not signed?

Sometimes. Oral agreements can bind, and conduct such as performing and accepting payment can create a contract on its own. Certain categories must be in writing under each state's statute of frauds, including land sales, agreements that cannot be performed within a year, and goods at or above five hundred dollars.

What should I do if a clause is missing?

Treat silence as a finding rather than a non-issue. A contract that says nothing about payment timing, scope changes or termination has not removed those problems, it has left them to be argued about later. Ask for the gap to be filled before signing, since that is far easier than afterward.

Can I negotiate a contract someone else drafted?

Usually, and more often than people assume. Standard form does not mean unchangeable, particularly in business-to-business agreements. Asking for a cap on an indemnity, a mutual limitation of liability or a longer notice window is normal, and a party that refuses to discuss any of it has told you something useful.