# Contract Review Checklist

## Layer 1: Basic Review (Text Quality)

### 1. Text Accuracy
- [ ] Key terms and spellings are correct
- [ ] Numbers, amounts, and ratios are accurate
- [ ] Amounts in words match numerals
- [ ] Dates are precise (avoid vague terms like “soon”)

### 2. Formatting Consistency
- [ ] Punctuation is correct
- [ ] Clause numbering is sequential
- [ ] No duplicate numbering
- [ ] Layout is clean
- [ ] Signature blocks have enough space

### 3. Clarity of Expression
- [ ] No grammar errors
- [ ] No unclear statements
- [ ] No ambiguity in time/quantity/quality
- [ ] Terminology is used correctly

### 4. Internal Consistency
- [ ] Same concept uses consistent naming
- [ ] Cross‑references are correct
- [ ] No logical conflicts across clauses
- [ ] Attachments match the main text

**Risk level guidance:**
- 🔴 High: ambiguity in core terms (price, subject matter, rights/obligations)
- 🟡 Medium: ambiguity in non‑core terms
- 🔵 Low: minimal practical impact

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## Layer 2: Business Terms

### 1. Purpose & Term
- [ ] Purpose is clear
- [ ] Background is stated
- [ ] Start/end dates are clear
- [ ] Renewal terms are clear (if any)

### 2. Subject Matter
- [ ] Quantity is specific
- [ ] Category/brand/model/specs are clear
- [ ] Quality standards are clear
- [ ] Acceptance terms are operable
- [ ] Legality/ownership status is clear

### 3. Price & Payment
- [ ] Price structure is clear
- [ ] Pricing method is clear
- [ ] Currency is clear
- [ ] Tax separation is clear
- [ ] Tax responsibility is clear
- [ ] Payment method is clear
- [ ] Payment milestones align with performance
- [ ] Payment conditions are operable
- [ ] Invoice/receipt terms are clear

### 4. Performance
- [ ] Performance timeline is specific
- [ ] Performance location is specific
- [ ] Performance method is detailed
- [ ] Performance process is structured
- [ ] Title transfer point is clear
- [ ] Risk transfer point is clear
- [ ] Notice obligations are clear

### 5. Rights & Obligations
- [ ] Main rights are complete
- [ ] No implied waiver
- [ ] Exemption clauses are reasonable
- [ ] Main obligations are complete
- [ ] Standards for obligations are clear
- [ ] Obligations are feasible
- [ ] Post‑contract obligations are clear
- [ ] Ancillary rights/obligations are clear

### 6. Intellectual Property
- [ ] Existing IP ownership is clear
- [ ] IP created during performance is clear
- [ ] Scope/purpose/term of IP use is clear
- [ ] IP transfer/license terms are clear
- [ ] Protection responsibilities are clear
- [ ] Confidentiality/competition limits are reasonable

**Risk level guidance:**
- 🔴 High: core business cannot proceed due to contradictions/ambiguity/gaps
- 🟡 Medium: material dispute risk but business can still proceed
- 🔵 Low: minimal impact on business

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## Layer 3: Legal Terms

### 1. Effectiveness
- [ ] Formation vs. effectiveness is distinguished
- [ ] Effectiveness conditions are clear
- [ ] Feasibility of conditions is considered
- [ ] Pre‑effect legal responsibility is addressed

### 2. Liability/Default
- [ ] Default types are clearly defined
- [ ] Remedies are clear
- [ ] Penalty ratio is reasonable
- [ ] Liability is balanced
- [ ] Calculation method is clear

### 3. Amendment/Termination
- [ ] Amendment conditions are clear
- [ ] Amendment procedure is clear
- [ ] Termination conditions are reasonable
- [ ] Termination procedure is operable
- [ ] End‑of‑term conditions are clear
- [ ] Survival clauses are reasonable
- [ ] Post‑termination duties are clear

### 4. Governing Law
- [ ] Governing law is specified
- [ ] Choice of law is reasonable
- [ ] No conflict with mandatory rules
- [ ] Enforceability is considered

### 5. Confidentiality
- [ ] Confidential info is defined
- [ ] Confidentiality term is clear
- [ ] Exceptions are limited and reasonable
- [ ] Breach liability is clear

### 6. Force Majeure
- [ ] Events are defined reasonably
- [ ] Notice duty is clear
- [ ] Exemption conditions are fair
- [ ] Follow‑up measures are clear

### 7. Dispute Resolution
- [ ] Dispute method is clear
- [ ] Jurisdiction/arbitration body is clear
- [ ] No conflict between arbitration/litigation
- [ ] Governing law matches dispute forum

### 8. Notice
- [ ] Notice method is clear
- [ ] Address/contact is complete
- [ ] Effective time/conditions are clear
- [ ] Change‑of‑address notice duty is clear

### 9. Authorization
- [ ] Authorized persons are clear
- [ ] Scope/authority is clear
- [ ] Term is reasonable
- [ ] Revocation/change mechanism is clear

### 10. Other Legal Terms
- [ ] Interpretation rules are clear
- [ ] Signing time/place is clear
- [ ] Severability is clear

**Risk level guidance:**
- 🔴 High: missing legal terms or unreasonable liability
- 🟡 Medium: other material issues
- 🔵 Low: minor issues

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## Usage Notes

### Review Process
1. Review in order: Layer 1 → Layer 2 → Layer 3
2. Evaluate each checklist item
3. Record findings and risk levels
4. Add structured comments to the document

### Comment Format
Each comment must include:
- **Issue type** (matches checklist)
- **Risk reason** (impact and reasoning)
- **Revision suggestion** (actionable fix)

Risk level is encoded by reviewer name; **do not** add a “risk level” line inside the comment body.

### Priority
- **High**: address first
- **Medium**: address next
- **Low**: optional cleanup