Last reviewed 28 September 2026
Before signing a business contract, check who the parties are, what exactly is being supplied, how and when payment works, how much each side is liable for, how the contract can end, who owns intellectual property, what confidentiality applies and which law and courts govern disputes. If any of these is vague, missing or one-sided, raise it before you sign.
This checklist works for supply agreements, service contracts, consultancy terms and most other commercial agreements. It is not a substitute for advice on a high-value or unusual deal, but it helps you identify where to focus.
Parties and structure
Confirm the correct legal entities are named, including company numbers where relevant. Contracting with the wrong group company can leave you with no recourse against the entity that holds assets. Check which documents form the contract, such as schedules, order forms and online terms, and which prevails in a conflict.
Scope and performance
Is it clear what is being delivered, to what standard and by when? Look for a specification, service levels, acceptance criteria and a process for handling changes. Vague descriptions are one of the most common causes of later disputes.
Price and payment
Check the price, what it includes, when invoices can be raised and when payment is due. Look for price review clauses, expenses, currency and consequences of late payment, including interest and rights to suspend.
Liability, indemnities and insurance
Find the limitation of liability clause and understand the cap and what it excludes. Check indemnities carefully: they can create liability beyond the cap and without the usual need to prove loss in the same way. Confirm any insurance you are required to hold and whether your policy actually covers it.
Term and termination
How long does the contract last, does it renew automatically and how much notice ends it? Check rights to terminate for breach or insolvency, any cure periods and what happens on exit, including return of data, materials and payment for work done.
Intellectual property and confidentiality
Who owns anything created under the contract? Without clear wording, the creator may keep ownership even if you paid for the work. Check licences granted to each side and how long confidentiality obligations last.
Restrictions and boilerplate
Look for exclusivity, non-compete or non-solicitation restrictions that could limit your business. Review the boilerplate: assignment, subcontracting, notices, entire agreement, force majeure and dispute resolution. Check the governing law and jurisdiction; for most domestic contracts you will want the law of England and Wales.
Before you sign
Make sure any promises made in negotiation are actually in the document, because an entire agreement clause may exclude them. Confirm who has authority to sign on each side and keep a signed copy with all schedules. Our contract negotiation and drafting service includes focused reviews of existing drafts and templates.
Data protection and compliance
If either party will handle personal data for the other, the contract should include the data processing terms required by UK GDPR, together with security obligations and breach notification duties. Check any compliance undertakings you are being asked to give, such as anti-bribery, modern slavery or sector-specific requirements, and make sure your business can genuinely meet them before you sign.
Key points
- Check the parties, scope, payment, liability and termination first.
- Indemnities can create liability beyond the cap.
- Put promises made in negotiation into the written contract.
- Confirm ownership of intellectual property created under the deal.
Frequently asked questions
- What is the most important clause to check in a business contract?
- The limitation of liability clause is usually among the most important, along with scope and termination, because together they decide what happens when things go wrong.
- Can I rely on what the other side said in meetings?
- Not safely. Entire agreement clauses often exclude earlier statements, so anything important should be written into the contract itself.
- Should we use our own template or theirs?
- Starting from your own terms usually gives you a stronger position, but either can work if the key clauses are reviewed and negotiated.