# Contract Clause Compliance Checklist

> See whether 12 standard clauses are present, partial or missing in a contract before you sign. It has a results table and a Claude or ChatGPT prompt.

## What this check is for

Before you sign an agreement, you want to know which standard clauses it contains and which are missing. This checklist covers 12 clause types that appear in most commercial contracts. The first six are scope, payment, term and termination, confidentiality, intellectual property and warranties. The other six are indemnification, limitation of liability, insurance, force majeure, governing law and dispute resolution.

For each type, you record whether the clause is present, partial or missing. You also record where it is and what to ask about. The checklist works for services agreements, vendor contracts, partnership agreements and similar documents.

The checklist tells you what the text says. It does not tell you whether the terms are good for you. For a real decision, ask a lawyer.

## Before you start

- Get the full agreement with every exhibit, schedule and statement of work that it mentions. A statement of work is the document that describes the tasks. Many clauses are in an attachment or in terms "incorporated by reference" (made part of the contract by a mention).
- Note which party you are. A clause that protects the other side reads very differently from a clause that protects you.
- Search for clauses by meaning, not only by heading. A limitation of liability can be under "Miscellaneous."

## The checklist

| # | Clause | What to look for | Common gaps |
|---|---|---|---|
| 1 | Scope of work | What is delivered, by when, and how it is accepted | The scope is in a statement of work that is not attached |
| 2 | Payment terms | Amounts, invoicing schedule, due date, late fees, currency | "Net 30" with no event that starts the 30 days |
| 3 | Term and termination | Start date, length, renewal, termination for convenience and for cause, notice periods, what survives | Automatic renewal with a short notice window |
| 4 | Confidentiality | What counts as confidential, exclusions, how long it lasts, return or destruction | No end date. One-way protection when both sides share information |
| 5 | Intellectual property | Who owns the deliverables, what each side keeps, what licenses are granted | No mention of tools or code that existed before the project |
| 6 | Warranties | What each party promises, and any disclaimers | A broad "as is" disclaimer that cancels the promises |
| 7 | Indemnification | Who compensates whom for which losses or claims, and how claims are handled | One-sided, or with no cap |
| 8 | Limitation of liability | The cap, the types of damages excluded, the exceptions to the cap | Exceptions so wide that the cap rarely applies |
| 9 | Insurance | Required types of cover, minimum amounts, proof of cover | Insurance required but no amounts stated |
| 10 | Force majeure | The events listed, notice duties, what happens if the event lasts | The event you worry about is not on the list |
| 11 | Governing law | Which jurisdiction's law applies | Missing, or different in the main agreement and an exhibit |
| 12 | Dispute resolution | Courts or arbitration, the place, any steps before a claim | Governing law named but no court or venue |

Three of the rows need a note. An indemnity clause is one where "one party commits to compensate another party for any prospective loss or damage" ([Cornell LII](https://www.law.cornell.edu/wex/indemnity)). Read it together with the limitation of liability.

Force majeure covers events outside the control of the parties. Some jurisdictions, such as New York, excuse performance only for events that the clause names. Courts generally do not treat an economic downturn as force majeure ([Cornell LII](https://www.law.cornell.edu/wex/force_majeure)). For this reason, read the list of events word by word.

Governing law and the place of disputes are separate questions. A forum selection clause names the court and the location ([Cornell LII](https://www.law.cornell.edu/wex/forum_selection_clause)).

## Record the result

| # | Clause | Status | Section | Note or question for counsel |
|---|---|---|---|---|
| 1 | Scope of work | Present / Partial / Missing | | |
| 2 | Payment terms | | | |
| ... | | | | |
| 12 | Dispute resolution | | | |

If the clause exists but lacks something from the "What to look for" column, mark it Partial. Say what is missing. Finish with a count (for example, 9 present, 2 partial, 1 missing). Then add the list of questions to raise before you sign.

## Use this checklist with Claude or ChatGPT

An AI assistant can read a long agreement quickly and find clauses under odd headings. Before you upload the agreement, make sure that your confidentiality obligations allow you to share it with an AI service. Remove names and figures that the check does not need. Read the data settings of your workspace to learn how the service stores and uses uploaded files.

Attach the agreement with its exhibits and paste this prompt:

```text
Review the attached agreement against these 12 clause types:
scope of work, payment terms, term and termination, confidentiality,
intellectual property, warranties, indemnification, limitation of
liability, insurance, force majeure, governing law, dispute resolution.

For each clause type:
1. Mark it Present, Partial or Missing.
2. Give the section number and quote the exact sentence or sentences
that support your answer.
3. Explain your reasoning in one or two sentences. For Partial, say
what is missing.
4. Mark Missing only after searching the whole document, including
exhibits and schedules.

Report only what the text says. Do not give legal advice.
At the end, list what you could not determine, such as documents
the agreement refers to that are not attached.
```

AI tools can report a clause that is not there, paraphrase it wrongly or miss one under an unusual heading. Compare every quoted sentence with the agreement. Search the document yourself for each clause that the tool marked Missing. Use the result to prepare questions for your lawyer, not to replace legal review.

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