Legal contract review checklist

Using a checklist helps to ensure that contract reviews, conclusions and recommendations are reported in a consistent manner.  This contract review checklist for use during legal due diligence records the review of contracts provided during the due diligence process.

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When do I use this document?

  • as a template for the review of different types of contract provided during due diligence
  • to help achieve a consistent approach to the contract review and reporting process
  • to enable conclusions and recommendations from contract reviews to be presented in a common format

What are the key features?

  • checklist to be completed by the reviewer of a legal contract
  • introductory section, requiring completion of forms including:
    • name of reviewer
    • purpose of review
    • document name
    • key issues arising
    • recommended action(s)
  • tabular checklist of contract terms to be reviewed and completed by the reviewer, including comments arising

What else do I need to know?

A legal contract review checklist will help achieve a consistent approach to the due diligence review and reporting process. The investor and its advisers may adapt a common document review checklist for use by the reviewers of documents.  The review results and any recommended actions can then be presented in a consistent manner.

Legal due diligence is likely to involve the review of a number of legal agreements or other legal documents relevant to the subject of the transaction.

For an investment transaction, the subject company will have entered into numerous contracts dealing with different topics and activities, including:

  • purchase and sale of goods
  • acquisition of assets
  • provision of services
  • leasing of property and equipment
  • development/licensing of intellectual property
  • loans and other finance
  • employment contracts
  • agreement with the company’s founders and shareholders

When do I use this document?

  • for the appointment of an individual to provide consulting services through a service company
  • for a fixed term appointment or an appointment terminable on notice

What are the key features?

  • 24 clauses over 16 pages
  • time-based appointment for a fixed term, terminable by notice by either client or consultant
  • service performance obligations on the consultant company, including for performance of the services by the named individual
  • consulting fees on the basis of time spent at an agreed contractual rate
  • ownership of intellectual property rights arising from the services
  • status of the consultant as an independent contractor
  • early termination for breach and other circumstances

What else do I need to know?

Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client.  This will contain undertakings from the individual directly to the client covering the following:

  • that the individual owns the service company and will continue to do so
  • that the individual will be employed by the service company by the individual
  • that the client will own intellectual property rights in materials/work product generated by the individual
  • that the individual will be responsible for the service company’s performance of the consultancy agreement

We have a form of this side letter available – see

What other documents are available?

For a form of consultancy for a service company on a project basis, see

For forms of consultancy agreement with an individual consultant, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/07/2025

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