Most contracts look perfectly harmless at the moment of signing. The trouble starts when something does not go as planned: a deadline slips, a payment is late, the two sides read the same clause differently. That is the moment a contract is written for, and that is when you find out how well it was drafted.
1. Who the party is
Check that the person named in the contract is exactly the company or individual you are actually dealing with: the registered name, the identification number, the signatory’s authority. The wrong party means that, in a dispute, there may be nobody to bring your claim against.
2. What exactly has been agreed
Subject, scope, quality and deadlines should be described so that an outsider would understand them the same way you do. “Within a reasonable time”, “of appropriate quality” and similar wording are read by each side in its own favour once a conflict begins.
3. What happens if something goes wrong
The clauses on liability, penalties and termination are the least read and the most needed. Look at who loses what in the event of a breach, and how even-handed that is for both sides.
4. Which law and which court
With a foreign partner, the clause on governing law and the place of dispute resolution decides whether you will realistically be able to enforce your rights at all. A court or arbitration in another country sometimes costs more than the claim itself.
5. What is not written
Often the most important thing is what the contract does not contain at all: confidentiality, intellectual property, how the term is renewed, the form any amendment must take. A verbal agreement that never made it into the text practically does not exist.
One hour before signing is almost always cheaper than one month after it.
If a contract involves a sum that matters to you or a long-term relationship, reading it with a lawyer is not a formality but the cheapest insurance there is. Get in touch if you would like us to go through a document together before you sign.