Good review is not word-spotting. It converts the commercial objective into measurable obligations, allocates risk and tests whether the business can operationally perform the deal.
1–2. Parties and measurable scope
Verify legal name, registration and signatory authority. Then define product or service, quality, milestones, dependencies and acceptance so an independent third party could assess performance. Phrases such as ‘as needed’ or ‘high quality’ are not enough alone.
3–4. Price, tax and payment leverage
Specify currency, VAT or other tax, invoicing, advance, milestones, retention, interest consequences and disputed sums. Tie payment to an objective stage rather than invoice delivery alone. Allocate bank charges and exchange risk in advance.
5–7. Warranties, liability and data
Warranties should address facts a party can control. Compare liability caps with real exposure, insurance and carve-outs; a broad indemnity can bypass a cap. Deal separately with confidential information, personal data, intellectual property and cyber incidents.
8–9. Termination and force majeure
Define cure periods, material breach, termination for cause or convenience, payment for completed work, return of data and property, and surviving clauses. Force majeure should cover notice, mitigation, prolonged disruption and payment—not excuse every difficulty.
10. Governing law and dispute resolution
Courts, arbitration and negotiation stages differ in cost, speed, enforcement and confidentiality. Specify law, forum, seat or venue, language and notice address. In cross-border deals, check where assets are and whether an eventual decision can be enforced.
Important noteThis material is general information, not personalised legal advice. Recheck current law, official practice, fees and deadlines against your facts before acting.