The Complete Contract Review Checklist PDF Guide

Purpose of Contract Review Checklist

The process of contract review is crucial for the success of businesses and individuals alike. Properly reviewing contracts can save time, avoid costly mistakes, and should form the foundation of every contracting strategy. Unfortunately, however, it is far too easy to overlook important elements in a typical review, especially when subject to time constraints. For these reasons, a comprehensive contract review checklist should be an essential component of any contracting strategy. At its most basic level, a contract review checklist is simply a list of elements that should be covered during a review. In practice, contract review checklists can be valuable tools for avoiding potentially disastrous contractual pitfalls. A typical contract review checklist will include the basic terms of a contract as well as various standardized provisions that are commonly included in complex contracts. Broad categories can be used to organize and simplify the review process. For example , a contract review checklist may organize prominent contract terms according to the various parties to the contract, such as the buyer, seller, contractor, sub-contractor, etc. This organization makes it easy to address common concerns with different parties to the contract. Because contracts are legal documents, reviewing a contract almost always requires some understanding of relevant contract law. However, even without significant expertise, parties can work together to create contract review checklists that cover all bases for a particular transaction. Such collaboration can streamline the process and make it easier for parties to come to grips with potentially unfamiliar contract terms. A strong contract checklist can also point parties to the most common problem areas involved in contract review. Having the full picture of the risks involved in a new transaction can help business managers better gauge which risks they are willing to accept.

Contract Review Checklist Must Haves

The first section in a contract review checklist that any legal team should utilize is the identification of the parties to the deal. In a business environment, the parties are likely to be corporations, whereas in a real estate deal the parties may be individuals or companies. Regardless of individual parties, it should be a simple matter of looking at the overall structure of a contract to see whether or not the right, legally-statured companies are signing agreements and contracts to bind them to terms of a deal. The second section simply and plainly states the term or the length of the contract. How long is the deal supposed to last? The longer the term, the more important it is to have a legal team review the contract and the provisions involved to ensure that all parties are completely covered. The next section is the "Terminations" section of the contract, otherwise known as the section that defines how the contract being signed will end. Like most things, it’s always better to have an end in sight, so a contract termination period should be clearly established and written down for all parties to see and agree on. Now we get into the nitty-gritty of a contract with the section covering "Rights and obligations." What are the rights of each party signing this contract? Termination rights? Performance rights? Breach of contract rights? What are the obligations of the parties signing to the contract? It is imperative for a legal team to evaluate the contract so that there are no surprise obligations or costs to any party that is unfair or not entirely clear at the face of the agreement. The "Payment" section of a contract outlines how the parties involved in the agreement will pay one another – if they charge any costs or will be receiving any costs. This is also the section that looks at the "disbursements" part of the contract, establishing how costs are represented in all parties’ books at the end of the day. A "Confidentiality" section within the confines of a contract is often used to prevent parties from disclosing information to outside sources – for example, if the contract involves closely-held data about customers, pricing strategies, business models, or any other sensitive information. Finally, the "Dispute" section of a contract is a way of establishing how the party or parties to the contract will settle or arbitrate any disagreements that occur as a result of the terms contained within the document. This is also know as an "arbitration clause." It’s not just what the parties to the agreement will do, but how they’re going to do it.

How to Make a Contract Review Checklist PDF

Numerous companies have integrations that make the contract review process especially streamlined. For example, in the Zoho Contracts review app, you can build internal approval rules that easily will tell you when a department needs to review a contract.
For those who don’t have the option to use any such app, or for lawyers who would simply rather have a checklist that they personally create, it’s worth knowing how to make a contract review checklist that fits the specific law that you practice or the exact circumstance that you regularly find yourself in. As with anything, there are several ways to make a custom contract review checklist.
Some tools to design checklists include Canva, Photoshop, and Visme. On each of these, you can create your checklist either by starting from scratch or using an existing template. When you’re finished designing, you can download your checklist as a PDF file.
As for editing your checklist, Microsoft Word is a familiar program that can accomplish this task. You can create a simple checklist by going to ‘File’ and then ‘New’, but there are also many templates for checklists available to choose from on the search bar. Another tool to edit checklists is Google Docs. No complex steps are required, as you can simply turn on the checklist feature at the top of the New Document. You can also create a shareable link and send it to colleagues to let them use the same checklist.

Share and Edit Contract Review Checklists Using Digital Tools

While the above can all be achieved with PDF documents, it is common for people to have difficulties with the basic commands used to email, use and manage PDF documents. For this reason, it is worthwhile for users to spend a period of time becoming familiar with the basic methods by which PDF documents are shared, used and archived.
There is no question that the most effective method of sharing a PDF contract review checklist is via email. All that is required is that the contract review checklist be attached to an email, and the email itself sent to the people who are intended to receive the checklist. However, users must be careful not to attach the file containing all contract review checklists to a single email – sending a checklist manager several hundred contract review checklists at once is impractical. It is generally far more effective to send several contract review checklists in each email sent to the contract review checklist manager. Contract review checklists intended to be shared with people in a single department are best sent in a contract review checklist "batch" to the manager in that department, such that all contract review checklists that are needed are sent to the manager without needing to make multiple requests. Copies sent to team members completing contract reviews must be the same as those sent to the contract review checklist manager (or how else will the contract review checklist manager keep track of whether the individual performs the work expected of them?).
Contract review checklists are often used in training materials for new staff, or for refresher training for departmental contract review staff. For this purpose, it is best to either send the contract review checklists in a single email to the people who need them (in the same way as sending to a contract review checklist manager) , copy them to a shared storage area (on a hard disk or removable storage device), or to upload them to an organization’s intranet. The idea is to ensure that both new staff, and existing staff have copies of the same contract review materials to use.
A contract review checklist manager is responsible for collecting contract review checklists from contract reviewers. If you are a contract review checklist manager, it is not only acceptable, but it is actually a good idea to store contract review checklists in a single location. Not only does it make it easier to determine who has not submitted their contract review materials for a particular review, but it also makes it easier to locate the contract review material should your contract checklist system require it. Of course, identifying whether an individual missed a contract review is a different story; after contract review materials are submitted, most lawyers should not easily be able to locate the relevant contract review checklist.
Many personal computers and devices allow the "batching" of files, something that is commonly known as "zipping" the files. By zipping a number of files, it is possible to send many files in one email, instead of sending multiple emails for each of the files. Zipping of files is very useful for contract review checklists, since a person may need to send multiple files to a contracting officer, or others involved with an RFP. If an individual has created bookmark files to aid their reviewing of the contract, the bookmark files can also be sent as part of the bundle.
When sending receipts for contract review material, it is standard to send a separate receipt for each contract review checklist material (provided company policy permits this). Using the process outlined above, it is possible to process a large number of contract review checklist materials.

Contract Reviews Mistakes to Avoid and Their Solutions

Most contract mistakes result from hasty, incomplete reviews. Even after using a checklist, too many contracts fall through the cracks, and disputing parties find that their contracts do not say what they thought they did.
The biggest mistake people make is assuming that they know the contract. Maybe they wrote it, or maybe they’ve reviewed it before. They skim it and move on, trusting that the contract is unaltered after their last review, even when it was executed at some time in the distant past.
People miss changes to the contract. They spend so long trying to remember whether or not a provision is old or new that they don’t catch typographical and formatting changes, and they invariably miss changes to contract parties and dates.
Then there is the matter of the documents. Buyers assume that documents that come with a contract are automatically incorporated into it, but simply printing documents or even stapling them together does not incorporate them by operation of law, and even when documents are incorporated by reference, they might still not be incorporated in the manner intended.
One way to avoid these pitfall errors is to use a contract review checklist designed for that purpose. Epstein Becker provides a checklist that addresses the most common pitfalls, so parties need not reinvent the wheel each time they assess a contract for a transaction. Parties using this checklist will improve their contract review process and have reassurance that their checklist is comprehensive.
However, checklists cannot make up for more basic failures. First, parties should be careful to involve the right people, including a project manager or other main point of responsibility who will ensure that everyone participates correctly and the process flows smoothly. Then, parties drafting a contract should be intentional about its content and structure. Take bold steps to highlight key clauses.
On the more technical side, review the electronic workflow and database. Ensure that all the parties that need to review the documents have been given access and the ability to do so. Also, adopt a consistent nomenclature for contract versions, and create an easy way for businesses to select previous versions of documents.
Finally, stay in contact with your reviewers, particularly if you do not know them well. Rules about email names can be entirely different, and someone could find themselves unable to access a particular version of a contract if they cannot find it using the company jargon.

Contract Review Checklist Templates for Free and Paid Download

There are a number of free resources for anyone interested in a contract review checklist template PDF. Portal Suites has a free basic contract checklist template PDF, which covers the following questions: Is the contract complete? Is the negotiation and review process complete? Does the contract need approval? Is the contract properly signed? This free contract checklist template also offers a list of contractual provisions to consider before signing a contract.
LawGeex, an online artificial intelligence platform for contract review, includes a free contract review checklist that offers four questions for your final review, including: Does the draft contract accomplish your business objectives? Does the contract comply with your company’s standard terms? Does the contract limit your liability appropriately? Does the contract require approvals? This free online tool also provides a selection of the most commonly used legal terms and definitions to consider when reviewing business contracts.
Beckaklith.com offers a detailed legal contract review checklist template in MS Word format. This checklist is separated into categories like confidentiality and non-disclosure, obligation specifics, liability limitations, and force majeure. Many other areas of concern are also detailed for an extensive contract review . This is a paid resource.
ContractWorks is a tool that helps corporations store and manage their contract documents. ContractWorks offers an extensive contract review checklist that covers almost every area of your corporate agreement.
LawPal.io offers a paid contract drafting checklist software that helps business professionals identify terms and clauses that should be reviewed multiple times during contract negotiation. This can add up to time saved in contract negotiation, which is always welcome in the legal field. In addition, the contract checklist software helps set and maintain critical deadlines throughout the contract negotiation process.
LexicTool also offers free basic, advanced, and premium contract review checklists for free. The basic, advanced, and premium contract review templates provide the reviewer with information on what can and cannot be included in a contract, as well as questions that help the reviewer understand whether the contract is appropriate.
Contracting, a UK based platform for contract management, offers a free contract checklist template that covers all types of agreements, such as franchises, joint ventures, consultancy agreements, partnerships, supply agreements, distribution agreements, and much more.