Guides / Contract review checklist

Free template · 2026

Contract Review Checklist (Free Template, With Worked Example)

Reviewing a contract under deadline is where mistakes happen — an invented notice period, a silently changed liability cap, a governing-law clause swapped by a tool that thought it was being helpful. This checklist walks the document clause by clause and flags every departure from the deal the client actually agreed.

The one rule

Every line in a contract is either a term the client agreed or a drafting choice. Never let the second wear the costume of the first. Check the numbers first — price, dates, notice, caps, term — because they carry the most risk and drift the most quietly.

The clause-by-clause pass

Work top to bottom. For each clause: what it does, the risk, and whether it departs from our position.

• Parties & recitals — the names are correct and the recitals match the deal.
• Definitions — used consistently; no undefined capitalised terms.
• Scope of services — what is in, and what is expressly out.
• Payment terms & price — amount, timing, currency, variation.
• Term & termination — length, notice, consequences.
• Liability cap & indemnities — the risk allocation; check the numbers.
• Warranties — what the client is promising.
• Confidentiality, IP and data protection.
• Force majeure, assignment, governing law and jurisdiction.
• Entire agreement — that nothing relied on sits outside the contract.

A worked example

Term	Agreed	In the draft	Result
Price	$120,000	$120,000	Match
Payment terms	30 days	14 days	Departure — corrected to 30
Liability cap	Fees paid	Unlimited	Departure — reverted, flagged
Governing law	England & Wales	Delaware	Departure — corrected

Three silent changes in one short contract — the sort a fluent AI draft produces and a busy reviewer misses.

Bonus: check it with AI, safely

The free LLM prompt pack gives you four prompts: a clause-by-clause review, a numbers-only check against the term sheet, a hostile counterparty review, and a plain-English client summary. Rule zero: the AI drafts, a lawyer signs off.