CONTRACT REVIEW CHECKLIST ========================= Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use Contract: [TITLE OF AGREEMENT] | Client: [CLIENT LEGAL ENTITY] | Version / date received: [VERSION, DATE] Reviewer: [YOUR NAME] | Signature requested by: [DATE] | Legal adviser (if used): [NAME] This checklist helps you read a client's contract. It is not legal advice. If anything in the red-flag list applies, or the contract is large relative to your income, get a qualified lawyer to review it. ------------------------------------------------------------ Before you read: the deal you agreed ------------------------------------ Term | What was agreed (proposal / email) | What the contract says | Match? -------------------- | ---------------------------------- | ---------------------- | ------ Scope / deliverables | [SUMMARY] | [CLAUSE REF] | [ ] Fee | [AMOUNT] | [CLAUSE REF] | [ ] Payment schedule | [e.g. 50/50] | [CLAUSE REF] | [ ] Timeline | [DATES] | [CLAUSE REF] | [ ] Revisions | [N rounds] | [CLAUSE REF] | [ ] ------------------------------------------------------------ Clause-by-clause review ----------------------- 1. Parties - [ ] Client's full legal entity name and address correct - [ ] Your name or business name correct - [ ] Contract is with the entity that will pay you (not a parent or sister company unless intended) 2. Scope and deliverables - [ ] Deliverables listed specifically, or by reference to an attached SOW - [ ] Exclusions stated, or out-of-scope work requires a written change order - [ ] Client cannot change scope unilaterally without adjusting fee and timeline - [ ] Client responsibilities listed (content, access, feedback deadlines) 3. Fees and payment - [ ] Amount, currency and tax treatment clear - [ ] Payment schedule and due dates clear (Net [N] days) - [ ] Payment not conditional on the client's own unrestricted approval - [ ] Expenses: what is reimbursable and how - [ ] Late payment terms: [STATE WHAT THE CONTRACT SAYS, or note "none"] - [ ] Right to pause work if invoices are overdue 4. Acceptance and revisions - [ ] Review window for deliverables: [N] business days - [ ] Deemed acceptance if no written feedback within the window - [ ] Revision rounds included and cost of extras 5. Intellectual property - [ ] Who owns the final deliverables: [CLIENT / YOU / LICENSE] - [ ] IP transfers on full payment, not on creation - [ ] Your pre-existing tools, templates, code or methods stay yours, with a license to the client - [ ] Third-party assets (fonts, stock, open-source code) excluded from the transfer - [ ] Right to show the work in your portfolio, or a note of any restriction 6. Confidentiality - [ ] Definition of confidential information reasonable - [ ] Duration of the obligation: [N] years - [ ] Mutual, if you also share confidential information 7. Liability - [ ] Total liability capped at: [e.g. fees paid under the contract] - [ ] Indirect and consequential losses excluded - [ ] Cap applies to both parties 8. Indemnities - [ ] Indemnities you give are limited to things you control (e.g. your work infringing third-party IP) - [ ] No broad indemnity for "any claims arising from the services" - [ ] Indemnities are subject to the liability cap, or the exception is understood 9. Insurance - [ ] Required cover types and amounts: [LIST] - [ ] You hold this cover or can get it at reasonable cost 10. Term and termination - [ ] Either party can end the contract with [N] days' notice - [ ] On termination, you are paid for work done and costs committed - [ ] Kill fee or cancellation fee for client-side cancellation: [TERMS] - [ ] What happens to work-in-progress files on termination 11. Restrictions on your business - [ ] Non-compete: [ ] none [ ] limited to named competitors for [N] months [ ] broad — flag - [ ] Non-solicitation of client staff: reasonable scope and duration - [ ] Exclusivity: [ ] none [ ] stated — compensated? 12. Relationship and subcontracting - [ ] You are an independent contractor, not an employee - [ ] You may use subcontractors, or the conditions for doing so are clear - [ ] You control how and when you do the work 13. Governing law and disputes - [ ] Governing law: [JURISDICTION] — known to you? - [ ] Dispute process: [NEGOTIATION / MEDIATION / ARBITRATION / COURTS] and location - [ ] Cost of resolving a dispute in that location is realistic for you ------------------------------------------------------------ Red-flag list — stop and ask, or get legal advice ------------------------------------------------- - [ ] Unlimited liability - [ ] Broad indemnity covering matters you do not control - [ ] IP transfers before payment - [ ] Payment only "on client approval" with no review window - [ ] Client may change scope without adjusting price - [ ] Termination without payment for work done - [ ] Broad non-compete or exclusivity without compensation - [ ] Automatic renewal you did not agree - [ ] Governing law in a jurisdiction you cannot realistically litigate in - [ ] Clauses that refer to documents you have not seen ("supplier policies as updated from time to time") ------------------------------------------------------------ Negotiation log --------------- # | Clause | Requested change | Reason given | Client response | Final wording agreed - | ------------------ | ------------------ | ------------------------------------------------ | ------------------------------- | -------------------- 1 | [e.g. 7 Liability] | [Cap at fees paid] | [Standard for freelance work; matches insurance] | [ACCEPTED / REJECTED / COUNTER] | [WORDING] 2 | [CLAUSE] | [CHANGE] | [REASON] | [RESPONSE] | [WORDING] 3 | [CLAUSE] | [CHANGE] | [REASON] | [RESPONSE] | [WORDING] Decision -------- - [ ] Sign as is - [ ] Sign with the changes in the negotiation log — final version checked on [DATE] - [ ] Get legal advice before deciding — booked with [NAME] on [DATE] - [ ] Decline the engagement — reason: [REASON] Signed version filed at: [LOCATION] on [DATE] ------------------------------------------------------------ How to use this template 1. Fill "the deal you agreed" first, so you notice where the contract differs. 2. Read every clause, including definitions and schedules; risk often sits in the back pages. 3. Prioritize liability, indemnity, IP timing and payment conditions when negotiating. 4. Record every requested change and the final wording. 5. Check that the version you sign includes the agreed changes. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.