Contract Review Checklist

Check if the other party can terminate with 30 days notice while you need 90 days. Look for "for cause" vs "for convenience" termination. If they can end it for any reason but you can only end it for breach, that's one-sided.

Find the renewal clause and note: (1) how long before expiration you must cancel, (2) whether notice must be in writing, and (3) what the renewal term is. A 60-day cancellation window on a 1-year contract means you have a 2-month window once a year to cancel.

Look for phrases like "in no event shall liability exceed" or "aggregate liability." A common cap is the total fees paid in the last 12 months. If you're paying $100/month, your maximum claim is $1,200, even if damages are much higher.

Indemnification clauses determine who covers legal costs and damages from third-party claims. Check if indemnification is mutual (both parties protect each other) or one-sided. Broad indemnification can make you responsible for things beyond your control.

Check whether disputes go to court, arbitration, or mediation. Note where disputes must be handled. If they require disputes in their location and you are somewhere else, that is expensive and inconvenient by design. Mandatory binding arbitration means you give up your right to sue.

IP clauses determine who owns deliverables, inventions, and creative work. Check if assignment covers only work done under the contract or extends to pre-existing IP, personal projects, or ideas conceived outside work hours.

Note the scope (what's covered), duration (how long it lasts after the contract ends), and geographic limits. A non-compete that prevents you from working in your entire industry for 2 years is very different from one limited to specific clients for 6 months.

Check payment timing (net 30, net 60), late payment penalties, and whether interest compounds. Also look for clauses that let the other party suspend service or keep your data hostage for late payment.

Force majeure clauses excuse performance during events like natural disasters, pandemics, or government actions. Check if the clause covers both parties equally, what events trigger it, and whether the non-performing party still gets paid.

This determines which court hears disputes and which rules govern the contract. If the contract requires disputes to be handled in their location and you are somewhere else, that puts you at a practical disadvantage before anything even starts.