Should I Sign This Contract? A 10-Minute Check

1. What exactly are you obligated to do?

Find the scope or services section. If you cannot tell from reading it whether a specific task is included, neither can a court. Vague scope is the single most common source of contract disputes, and it is easily fixed before signing.

Watch for phrases like "and such other services as may reasonably be required" — that clause has no floor.

2. When and how do you get paid?

• Is the payment trigger an event you control, or one the other side controls ("upon client acceptance", "upon receipt of funds from the end customer")?
• What are the payment terms in days, and is there a late-payment remedy?
• Can they withhold or offset payment, and on what grounds?
• Are expenses reimbursable, and do they need pre-approval?

3. How does it end?

Look for termination for convenience — the right to walk away without cause. If they have it and you do not, the agreement is asymmetric in a way that matters commercially.

Check notice periods, whether termination triggers payment for work in progress, and whether there is an auto-renewal with a narrow cancellation window. Auto-renewals with 90-day notice requirements are a common trap.

4. What is your maximum exposure?

Find the limitation of liability. A cap at fees paid is normal. No cap at all, or a cap that applies only to their liability and not yours, is not.

Then find the indemnity. Indemnifying someone means paying their legal costs and damages if a third party sues them over something in your scope. Broad, uncapped, one-way indemnities are the clause most likely to cause real financial harm, and they are frequently negotiable.

5. Who owns the work, and when?

If IP transfers on delivery rather than on payment, you have handed over the asset before receiving the money. Push for transfer on receipt of full payment.

Check for a licence to your pre-existing tools and materials that is broader than it needs to be — perpetual, worldwide, sublicensable rights to your own reusable library is more than the deal requires.

6. Where do disputes go?

Governing law and venue in a distant state effectively raises the cost of enforcing your rights. Mandatory arbitration with a class-action waiver limits your options further.

None of these are automatically deal-breakers, but they should be priced in. A contract that is only enforceable if you fly across the country is worth less than one that is not.

When not to sign at all

• You are being asked to sign under time pressure that has no commercial explanation.
• The counterparty refuses to change an uncapped, one-way indemnity.
• The document references schedules, policies, or exhibits you have not been shown.
• The payment obligation depends entirely on an event the other side controls, with no minimum.