Contract Review Checklist

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Free Template

Contract Review Checklist

Know what you are signing before you sign it. This FREE contract review checklist asks 67 questions about the contract in front of you, and records what you found, what you asked for, and what the other side refused.

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Contract Review Checklist
Template by
Doug Vincent
Published:
Sep 29, 2025
Updated:
August 27, 2026

What is a Contract Review Checklist?

A contract review checklist is a structured set of questions you ask about a contract before signing it, covering scope, price, time, risk transfer, insurance and liability. Each line records what the contract says, what it exposes you to, and what position you took.

A checklist is not a template contract and it is not legal advice. It is the record that somebody read the document, what they found, and what happened to each issue they raised. Used on a construction contract, it is what stops an uncapped indemnity or a seven-day notice period being discovered after execution rather than before.

Contract Review Checklist Example

Here's a good example of a completed contract review checklist, covering a trade package on a plant expansion under AIA A101 with owner amendments.

Completed contract review checklist example for a manufacturing plant expansion, showing risk ratings, positions taken and issues raised.
Contract review checklist example for a manufacturing company showing clause topics, risk ratings, review status and the positions taken.

How to Use This Contract Review Checklist Template in Excel

Finish the review before you sign, not after. A contract review completed post-execution has no leverage behind it.

  1. Complete the Cover with the project, the package, the other party, the contract form and the governing law.
  2. Work through the checks in order, answering each one against the document in front of you.
  3. Write the clause number against every line, so a later reader can find it without re-reading the contract.
  4. Mark a line not applicable with a reason rather than deleting it, since a deleted line is a record of nothing.
  5. Turn every failed check into a numbered issue with the position you want.
  6. Send the insurance and indemnity lines to your broker, since those answers come from outside your company.
  7. Record what the other side said, including a refusal.
  8. Fill in the notice table before you finish, collecting every notice period in the contract into one place.
  9. Read the summary for what is still unreviewed and what is critical and open.
  10. If time is short, do price and payment, time and delay, insurance, and liability, then say in writing that the rest was not reviewed.

Reviewing a contract by hand is slow work, and most of it goes on finding the clause rather than deciding what to do about it. Mastt's AI contract review feature reads the contract for you, scanned or digital, and answers questions with the exact clause reference attached.

What to Check in a Construction Contract Review Checklist

Check the four things that carry the money first: what the price includes, how time and delay are handled, what insurance and indemnities you are agreeing to, and whether your liability is capped. After those, work outward through scope, changes, site conditions, quality, completion, warranty, termination, disputes, compliance and intellectual property.

The order matters because most contracts are signed under time pressure. A review that runs out of time having covered the first four groups has protected most of the exposure.

This free checklist covers all of it, across fifteen groups.

# Group Examples of what to check
1 The parties, the documents and precedence Correct legal entities, the document list at its revisions, an express order of precedence, anything incorporated by reference.
2 Scope, and what happens at its edges Scope defined by document rather than narrative, reasonably inferable work, whether your exclusions survive, owner-furnished items.
3 Price, payment and set-off Payment terms, retainage, set-off rights, pay-if-paid wording, lien and bond rights.
4 Time, delay and extensions Extension of time grounds, notice periods, concurrency, liquidated damages.
5 Changes Who may direct one, the pricing mechanism, what happens to a direction that is not a formal change order.
6 Site conditions and information Differing site conditions, what information you are deemed to have relied on.
7 Quality, inspection and acceptance Hold points, testing regime, what acceptance means and when it happens.
8 Completion, handover and closeout Substantial completion definition, what triggers it, what is owed at it.
9 Warranty and defects Period, start date, response obligations, what survives.
10 Insurance and indemnities Policies required, limits, additional insured wording, waiver of subrogation, indemnity scope.
11 Liability, caps and consequential loss Whether liability is capped, what the cap excludes, consequential loss carve-outs, flow-down.
12 Suspension, termination and default Grounds, cure periods, termination for convenience, what you are paid.
13 Disputes and governing law Forum, conditions precedent, escalation steps.
14 Compliance, safety and labor Statutory obligations, prevailing wage, safety regime.
15 Intellectual property, data and confidentiality Ownership of design and data, license scope, confidentiality obligations.

Contract Risk Assessment: Rating What You Found

A contract risk assessment rates what each clause could cost you on this project, not in the abstract. The same uncapped indemnity is a different risk on a small fit-out and on a hospital, so a rating copied from another job tells you nothing.

Five questions produce a rating:

  1. What could this clause cost in money, time or lost rights if the event happens?
  2. How likely is that event on this project, given its scope, site and program?
  3. Is the exposure capped, and if so does the cap have carve-outs that swallow it?
  4. Is it insurable, and has your broker confirmed the policy actually responds?
  5. Does the amount sit inside what your business can carry without escalation?

Once rated, a contract risk has four outcomes and only four: negotiate the clause, price it into the bid, transfer it through insurance or flow-down, or accept it knowingly. Record which one, and by whom.

Related Articles and Templates

Explore these resources for contract review, analysis, compliance, variations, and ongoing contract management:

FAQs About Contract Review Checklists

The contract administrator or project manager runs the commercial review, the broker reviews insurance and indemnities, and a construction lawyer reviews liability, termination and dispute provisions. A checklist coordinates those three; it does not replace any of them.
A review happens before signing and asks whether the terms are acceptable. An audit happens after and asks whether the parties have complied with them. Different questions, different timing, different documents.
A first pass on a standard form with amendments takes a few hours; a heavily amended bespoke contract takes days. What matters more is that it finishes before execution, since a review completed afterward has no leverage behind it.
Price and payment, time and delay, insurance and indemnities, and liability caps. Those four carry most of the money. Then say in writing that the rest was not reviewed, so the gap is a decision rather than an oversight.
No. It is a list of questions to ask about the document in front of you. Whether a clause is enforceable, and what it means under the law that governs your contract, is a question for a lawyer qualified in that jurisdiction.
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Contract Review Checklist

Written by

Doug Vincent

Doug Vincent is the co-founder and CEO of Mastt, the AI capital-project management platform used by governments, Fortune 500 companies, and consultancies across APAC, North America, and MENA. Before founding Mastt in 2019, he spent a decade at RPS delivering more than $2 billion in capital works, including the $2.1B Defence Navy Infrastructure program, and holds a CPSPM certification with the AIPM. He contributes content and speaks on AI in capital project delivery at Mastt.

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