How to Review a Contract (Without a Lawyer): A 12-Point Checklist

Make sure every party is identified by their full legal name — not a trade name or abbreviation. "John Smith DBA Acme Designs" is different from "Acme Designs LLC." Who you're actually contracting with matters when you need to enforce the agreement.

The scope defines what you're actually agreeing to do (or pay for). Vague scope = scope creep. Look for language like "and any related services" or "as reasonably requested" — these are open-ended commitments that can expand without additional payment.

What's the payment schedule? When exactly are invoices due? What happens if payment is late — is there a late fee? Are there any conditions the other party can use to delay payment, like approval gates or "satisfactory completion" clauses?

Many service contracts auto-renew for another full term unless you cancel within a specific window — sometimes as short as 30 days before the renewal date. Miss it and you're locked in. These are often buried in the "Term" or "Termination" section.

If you're a freelancer or agency producing creative work, code, or content — who owns it? Many contracts default to the client owning everything you produce, including work that wasn't specifically scoped. Look for "work for hire" language and negotiate to keep ownership of reusable components.

Can either party terminate for any reason? Or only for cause? What's the notice period? Are there kill fees? A "termination for convenience" clause means either party can walk away at any time — that's fine if it's mutual, but check whether it's one-sided.

What's the maximum you could be liable for if something goes wrong? Ideally, your liability is capped at the total contract value. Unlimited liability exposure is a major red flag — especially in software, professional services, and anything that touches customer data.

Indemnification means you agree to cover the other party's legal costs if they get sued because of you. That's normal. But watch for one-sided indemnification — where you indemnify them but they don't indemnify you — and "third-party claim" language that can go very broad.

Non-compete clauses restrict you from working with competitors or in the same industry. Non-solicit clauses prevent you from hiring or working with the other party's employees or clients. Check the duration and geographic scope — a 2-year nationwide non-compete for a freelance project is unreasonable.

Which state's laws apply? Where would disputes be resolved? If you're in California and the contract requires disputes to be litigated in New York, that's a practical burden. Arbitration clauses are common and worth understanding — they waive your right to a jury trial.

What are you agreeing to keep confidential, and for how long? Are there carve-outs for publicly available information? Does confidentiality survive termination? These clauses can restrict what you can say about past clients or work — including in your portfolio.

How can the contract be changed? Is a verbal agreement or email confirmation enough, or does every change need to be in writing and signed by both parties? No-waiver clauses mean that if one party doesn't enforce a right once, they don't lose the right to enforce it later.