Generate a Comprehensive Contract Review Checklist for Business Agreements

Act as an experienced corporate legal advisor specializing in commercial contracts. Generate a thorough contract review checklist for [COMPANY NAME] to use when reviewing a [CONTRACT TYPE — e.g., SaaS agreement, service provider contract, distribution agreement, employment contract] with [COUNTERPARTY NAME OR TYPE]. Contract Context: - Estimated contract value: [CONTRACT VALUE] - Contract duration: [TERM LENGTH] - Your company's role: [BUYER/SELLER/LICENSEE/LICENSOR] - Industry: [INDUSTRY] - Key concerns: [TOP 3 CONCERNS — e.g., liability exposure, IP ownership, termination flexibility] Organize the checklist into the following sections, with specific items to verify under each: **1. Parties and Authority** - Correct legal entity names and jurisdictions - Signatory authority verification - Definition of affiliates and subsidiaries scope **2. Scope and Deliverables** - Clear description of goods/services/rights being exchanged - Acceptance criteria and quality standards - Change order and scope modification procedures **3. Financial Terms** - Pricing structure, payment schedule, and currency - Late payment penalties and interest rates - Price escalation clauses and audit rights - Hidden fees checklist (10 commonly buried costs to look for) **4. Term and Termination** - Start date, initial term, and auto-renewal mechanics - Termination for convenience vs. cause — notice periods for each - Transition assistance obligations post-termination - Data return and destruction provisions **5. Liability and Risk Allocation** - Indemnification obligations (mutual vs. one-sided) - Limitation of liability caps and carve-outs - Insurance requirements - Force majeure scope and notification requirements **6. Intellectual Property** - IP ownership of deliverables and pre-existing IP - License grants — scope, exclusivity, territory, sublicensing - Work-for-hire vs. assignment provisions **7. Confidentiality and Data Protection** - Definition of confidential information and exclusions - Data processing obligations and regulatory compliance (GDPR, CCPA) - Breach notification requirements and timelines **8. Dispute Resolution** - Governing law and jurisdiction - Escalation procedures before formal dispute - Arbitration vs. litigation and venue selection **9. Red Flag Indicators** - List 10 common contractual red flags with explanations of why each is dangerous and suggested alternative language For each checklist item, include a status column suggestion: [OK / NEEDS REVISION / MISSING / N/A] and a notes field for the reviewer.