30-60 minEasy

How to Review a Contract

Review a contract by reading it in full, checking key commercial terms (price, scope, timeline), scrutinising liability and indemnity clauses, confirming termination rights, and ensuring compliance with relevant UK legislation.

Last updated: February 2025

Step-by-Step Guide

1

Read the entire contract without skimming

Read every section including schedules, appendices, and definitions. Many important terms are buried in definitions or cross-referenced clauses.

Tips
  • •Print it out or use a PDF annotator to mark up as you go.
2

Check the commercial terms

Verify that the price, payment schedule, scope of work, deliverables, and timelines match what was discussed and agreed.

Tips
  • •Compare against any proposal or heads of terms document.
3

Examine liability and indemnity provisions

Identify any uncapped liabilities, broad indemnities, or exclusions of liability that shift risk unfairly to your side.

Tips
  • •Check whether liability is capped at the contract value or a multiple of it.
  • •Look for carve-outs to liability caps.
4

Review termination and exit provisions

Ensure you have a reasonable right to terminate for convenience and for cause, with appropriate notice periods.

Tips
  • •Check what happens to IP, data, and payments on termination.

Legal Requirements

Under the Unfair Contract Terms Act 1977, certain exclusion clauses in business contracts may be unenforceable if deemed unreasonable. The Consumer Rights Act 2015 applies additional protections if one party is a consumer.

Common Mistakes

Skimming the contract and missing critical clauses in schedules or definitions
Assuming standard terms are non-negotiable when they often are
Failing to check how disputes are resolved (litigation vs arbitration, jurisdiction)

Template / Example

Contract Review Checklist: [ ] Parties correctly named [ ] Scope of work matches proposal [ ] Payment terms confirmed [ ] Liability cap acceptable [ ] Termination rights balanced [ ] IP ownership clear [ ] Governing law is England and Wales [ ] Dispute resolution mechanism reviewed.

When to Get a Solicitor

If the contract value exceeds your risk tolerance, contains complex indemnity provisions, or involves international parties with foreign governing law.

FAQ

How long should a contract review take?

A straightforward contract can be reviewed in 30-60 minutes. Complex agreements with multiple schedules may take several hours or require professional review.

What are the biggest red flags in a contract?

Uncapped liability, unlimited indemnities, automatic renewal without notice, one-sided termination rights, and vague scope definitions are the most common red flags.

Related Guides

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This is guidance, not legal advice. Consult a solicitor for complex matters.

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