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Contract review checklist: 25 things to check before you sign

Review a contract in five passes: who and when, what and how much, who carries the risk, how it ends, and the general clauses at the back. Twenty five checks across those passes catch most of what goes wrong later, because disputes almost always start in a clause somebody skimmed.

Nuwan Madhusanka · Co-founder

6 min read · Published 13 September 2026

A contract review checklist works through the agreement in the order problems cost money: who the parties are and when it starts, what is being bought and for how much, who carries the risk, how it ends, and the general clauses at the back. Below are 25 checks in those five groups, each pointed at the clause that answers it in a finished master services agreement.

The worked document throughout is the master services agreement example on this site: an invented data consultancy, Ridgeway Data, and an invented insurer, Corella Insurance Group, signing a three year framework under which work is bought by statement of work. It is a good document to practise on because it is long enough to have every standard clause and deliberate enough that each one does something.

Parties and dates

Start with the facts that are easiest to get wrong and hardest to fix after signing.

Legal names, not trading names. A trading name alone can leave you guessing which entity you can enforce the contract against. business.gov.au lists full legal names and business addresses as the basic details every written contract needs, because you need them if the dispute reaches court.
ABN, and ACN where it differs. The example gives both parties’ ABNs and registered addresses in its first paragraph.
The person signing has authority. The example ends with a line confirming that each signatory can bind their company and that no further board approval is outstanding. See the question page on execution blocks for how companies sign.
Start date and term. The example starts on 1 September 2026 and runs three years.
Renewal and its notice window. Clause 2.2 continues the agreement for twelve months at a time unless either party gives 90 days notice. Automatic renewal is not unusual; missing the window is. Diary it before you sign.

Scope and money

Scope is written down somewhere specific. In the example, clause 1.1 says the MSA itself commits nobody to anything; scope lives in each statement of work. The post on when to use an MSA with a SOW explains that split, and the statement of work example shows what the second document holds.
Order of precedence. When documents conflict, which wins? Clause 1.3 ranks a signed variation first, then the statement of work, then the MSA, then schedules, and says purchase order terms have no effect. Without such a clause, a supplier’s quote terms can creep in.
The price and how it moves. Clause 3.1 holds rates for 24 months and then caps annual increases at CPI plus two per cent. business.gov.au suggests that long fixed fee contracts include a way to review the fee, which is the same idea from the other side.
Whether GST is included. business.gov.au lists this as something the contract should state. Ambiguity here is a ten per cent argument.
Invoicing and payment days. Clause 3.2 invoices monthly in arrears, requires the statement of work and purchase order numbers, and pays in 30 days from a correct invoice.
What happens to a disputed invoice. Clause 3.3 has the undisputed part paid on time and the disputed part notified with reasons within ten business days. This single clause prevents a small disagreement from stopping all payment.

Risk

Acceptance. What counts as finished? business.gov.au lists the conditions for considering a contract finished among the basics even a short contract needs.
The remedy for poor work. Clause 6.2 makes re-performance the first remedy, with damages only if that fails. Know which remedy you are agreeing to.
The liability cap. Clause 7.1 caps each party’s liability per statement of work at the charges under it in the previous twelve months. A cap tied to the relevant engagement stops a small job inheriting a large job’s exposure.
Excluded loss. Clause 7.2 excludes lost profit and consequential loss. Check what you would actually lose if the other side failed, and whether it falls in the excluded list.
Carve outs from the cap. Clause 7.3 removes the cap for injury, fraud, breach of confidentiality and the IP indemnity. An indemnity that is uncapped and runs only one way is the clause most worth a lawyer’s time.
Insurance. The example sets four covers with minimum limits and requires certificates at each renewal. Check your own policy actually meets the limits before you promise them.
Intellectual property. Clause 4.2 assigns deliverables to the customer on payment in full, not on delivery. If you are the supplier, that is protection; if you are the customer, budget for it.
Confidentiality and data. Clause 5.1 survives five years; clause 5.2 requires notice of a possible data breach within 24 hours. Check the time limits are ones your business can meet.

How it ends

Termination for convenience. Clause 10.1 lets the customer end a statement of work on 30 days notice and pay for work done and committed costs. business.gov.au notes these clauses are common in long term service arrangements and advises checking the notice and the money payable. The termination for convenience clause page covers the variants.
Termination for breach, with time to fix it. Clause 10.2 gives 20 business days to remedy a material breach after written notice. business.gov.au is blunt that only a serious breach usually justifies ending a contract, and that ending one without a valid reason can leave you in breach yourself.
Insolvency. Clause 10.3 allows immediate termination if the other side becomes insolvent.
The way out. Clause 10.4 requires data returned in a usable format within 20 business days and up to 40 hours of transition help at no charge. Exits negotiated at signing are cheaper than exits negotiated during a dispute.
Dispute steps. Clause 11 runs four timed steps: project managers in five business days, sponsors in ten, mediation in fifteen, then court. Check the steps are realistic and name the right people.

Boilerplate and signing

The general clauses at the back. Read them. In the example, clause 12.3 says the agreement can only be varied in writing signed by both parties and that conduct, correspondence and meeting minutes do not vary it; clause 12.4 applies New South Wales law; clause 12.5 is an entire agreement clause that replaces everything discussed beforehand, which means any promise made in a sales meeting and not written in is gone; clause 12.6 allows counterparts and electronic signature.

Two quick checks sit on top of the 25. If the contract is a standard form offered to your small business on a take it or leave it basis, the ACCC’s unfair contract terms guidance applies, and one sided rights to vary, renew or terminate deserve a hard look. And business.gov.au’s advice for the moment before signing is worth repeating: do not sign a term you are uncomfortable with hoping to sort it out later.

Build it

If you are the party preparing the contract, the numbered clauses document maker starts from the structure this checklist relies on, because every check above points at a clause number. The generator classifies each document’s register and structure before writing it, and research grounds the content without printing citations, so a draft still needs your review against the list above and advice where the stakes are real. The consulting agreement example and the service agreement example are two more finished agreements to practise the checklist on.

When the contract is agreed, add a signature block: each named party becomes one signer with a name, an email and a position in the signing order. The guide to sending a document for signature walks that step, so every signer gets their own private link and signs in order.

Where each group of the 25 checks is usually found in an agreement, with the clause that answers it in the data and analytics master services agreement example
Checks	What you are looking for	Where to look	In the MSA example
1 to 3	Legal names, ABNs, addresses	Parties block at the top	Both parties with ABN and registered address
4 to 5	Start date, term and renewal	Term clause	2.1 three years; 2.2 twelve month renewals unless 90 days notice
6 to 7	Scope and which document wins	Scope, schedules, order of precedence	1.2 statements of work; 1.3 variation, then SOW, then MSA
8 to 10	Price, invoicing and payment days	Fees and payment clause, rate schedule	3.1 rates held 24 months then CPI plus 2% cap; 3.2 30 days
11	What happens to a disputed invoice	Invoicing clause	3.3 undisputed part paid, dispute notified in 10 business days
12 to 13	Acceptance and remedy for poor work	Warranties, acceptance criteria	6.2 re-performance first, damages only if that fails
14 to 16	Liability cap, excluded loss, carve outs	Liability and indemnity clause	7.1 cap per SOW at 12 months of charges; 7.3 carve outs
17	Insurance limits and evidence	Insurance clause or schedule	8 four covers with minimum limits
18	Intellectual property ownership	IP clause	4.2 deliverables assign on payment, not delivery
19	Confidentiality and data	Confidentiality clause	5.1 five years; 5.2 24 hour breach notice
20 to 22	Ending for convenience, breach and insolvency	Termination clause	10.1 30 days; 10.2 20 business days to remedy; 10.3 insolvency
23	What happens on the way out	Consequences of termination	10.4 data in 20 business days, 40 hours of help
24	Dispute steps before court	Dispute resolution clause	11 four timed steps
25	Variation, governing law, signing	General clauses and execution	12.3 written variation; 12.4 NSW law; 12.6 electronic signature

A finished example

A data consultancy and an insurer sign this once and then buy work under it for three years. It is the rare contract whose whole purpose is to make the next twenty contracts short.

Read the master services agreement

Questions people ask

How long should a contract review take?

For a ten page services agreement, allow an hour for a careful first pass and another for questions and a second read after changes. The checks here take longest on money and risk, because those clauses cross refer to schedules. A contract that cannot be reviewed in a couple of hours by the person signing is probably too complicated for the deal.

Do I need a lawyer to review a contract?

For anything with real money, a personal guarantee, an unlimited indemnity or a long term, yes. business.gov.au suggests getting professional advice if you do not understand a term or are uncomfortable with what you are agreeing to. A checklist helps you arrive with better questions and makes the lawyer's time cheaper, but it does not replace advice on your situation.

What are the biggest red flags in a contract?

Automatic renewal with a short notice window, a right for the other side to change price or scope on its own, an uncapped indemnity from you, intellectual property passing before you are paid, and termination rights that only one party has. In a standard form contract with a small business, some of those can also be unfair terms under Australian law.

Can I change a contract before signing?

Yes, and that is the time to do it. business.gov.au warns not to sign a term you are uncomfortable with hoping to sort it out later, because once signed the terms bind. Mark up the document, explain the reason for each change, and make sure every agreed change appears in the final signed version rather than in an email.

What should I check after the contract is signed?

Put the dates in a calendar: renewal notice deadlines, payment days, review dates and insurance renewals. Store the signed copy where the people managing the work can find it. The MSA example's renewal clause needs 90 days notice before the end of a period, which is the kind of date that only matters if someone wrote it down.

Is a contract review checklist different for employment contracts?

The shape is similar but the content changes. Employment contracts sit under the Fair Work Act and any award, so pay, leave and notice have minimums a contract cannot go below. Check the classification, ordinary hours, pay rate against the award, the notice period and any restraint. A commercial checklist like this one is written for business to business agreements.

Written by

Nuwan Madhusanka · Co-founder

Works across the builders and the export paths: how a form becomes a PDF, how a flyer canvas becomes a print file, and how a signed document carries its audit trail.

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Sources

Written and checked by the OneCraft team. Last checked 13 September 2026.

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