[{"data":1,"prerenderedAt":463},["ShallowReactive",2],{"document-checklist-contract-terms-and-provisions-D863":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":462},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CHECKLIST for complete contracts terms Not all items are relevant in all contractual situations. In some situations, other provisions may be appropriate that are not listed below. The following checklist is, however, a basic and general guide as to what provisions it may be important to include, or at least consider, in the business contracts that you enter into. This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction. Title of contract Identity of the parties Individuals or business entities If businesses, what type? (partnership, corporation, LLC, etc.) Name of person signing on behalf of the business Signer's official title Does he or she have authority to bind the business? Addresses of the parties Recitals Purpose(s) of the contract Background of agreement Underlying assumptions Key assumptions for the contract Restrictions Identifies any limitations in use of the supplied services and/or products (e.g., software can only be installed and used by the buyer on one machine at any given time, with permission to make one back-up copy). Price What is the price for the product or service? Is it a fixed price, determined by a formula, by a project fee, or some other manner? Contract terms Duties of each party Rights of each party Relevant dates Relevant quantities Is the contract a one-shot situation or will it last for some designated time period? How can the term be renewed or extended? Lump sum, COD, installments? Payment due dates Taxes Interest Late fees Ownership of Intellectual Property Outlines the ownership of copyright, patents, source code, executable code, documentation, content and all other deliverables supplied under the contract. Representations and Warranties What representations and warranties are to be made by the parties? Are certain warranties disclaimed (e.g., merchantability or fitness for a particular purpose)? How long are any warranties good for? Disclaimers Limitations on liability What limitations of liability exist (e.g., no liability in excess of payment received, or no liability for consequential damage or lost profits)? Under what circumstances is one party liable (e.g., material breach of agreement or grossly negligent in performing services)? Termination of Contract When can one party terminate the contract early? What are the consequences of termination? What post-termination obligations are there? Liquidated damages Confidentiality provision What confidentiality obligations are there? What are the exclusions from confidentiality? Indemnification agreement Is there indemnification for certain breaches or problems? What is the procedure required to obtain indemnification? Is there a cap on or exclusions from indemnification? Default What are the events of default? Does a party have a period to cure a default? What are the consequences of a default? Arbitration clause How are disputes to be handled - litigation, mediation or arbitration? If arbitration, what rules will govern? If arbitration, how many arbitrators and how will they be picked? If arbitration, will there be procedures for discovery and what the arbitrator can and can't do? If litigation, where can or must the litigation be brought? Waiver An assertion that any delay or partial pursuit by one party of its rights against the other party does not constitute a forfeiture of the right to later seek further or complete remedy or redress to a situation, should the need arise. Assignment Identifies if either party to the contract can transfer the contract, in whole, or in part, to another party, and under what conditions (if any). Severability Explains that if any of the provisions of the contract are rendered null and void, all other provisions remain in force. Notice Describes how and where the parties shall formally communicate to each other in the event they need to take such action (e.g., all notices shall be deemed to have been received by the other party within five working days if sent by regular mail to the addresses below). Entire Agreement Explains that the written contract is the only description of the agreement between the vendor and buyer, regardless of what may have been previously stated or written down. Explains the process for updating the contract (often based upon mutual agreement, in writing). Governing law Signatures of authorized signatories What authority is required for one party to sign the contract (e.g., Board of Directors approval)? How many signatures are required? Are the signature blocks correct? Notarization Miscellaneous Attorneys fees Modification of Agreement Time of the Essence Survival Ambiguities Headings Necessary Acts and Further Assurances Execution Jury Trial Waivers Specific Performances Representation on Authority of Parties Force Majeure Company seal Witness(es) example Complete provisions for contracts Following are example of provisions that you might want to copy and paste to your contracts. Remember that these provisions are not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction. Choice of Law This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by [e.g., California] law, excluding any laws that direct the application of another jurisdiction's laws. Attorney Fees Provision In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. Notice Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: [full address] or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip. Modification of Agreement This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties. Entire Agreement This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement. Severability of Agreement If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement",null,"Checklist Contract Terms and Provisions","7",92,"doc","https://templates.business-in-a-box.com/imgs/1000px/checklist_contract-terms-and-provisions-D863.png","https://templates.business-in-a-box.com/imgs/250px/863.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#863.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"checklist contract terms provisions","Checklist Contract Terms and Provisions Template","https://templates.business-in-a-box.com/imgs/400px/863.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Terms & Warranties","/templates/terms-and-warranties/",[34,38,42,46,50,54,58,62,66,70,74,78,82,99,112,129,143,156],{"label":35,"url":36,"thumb":37,"extension":10},"Contract Terms Checklist","/template/contract-terms-checklist-D13260","https://templates.business-in-a-box.com/imgs/250px/13260.png",{"label":39,"url":40,"thumb":41,"extension":10},"Checklist Software License Agreement Provisions","/template/checklist-software-license-agreement-provisions-D782","https://templates.business-in-a-box.com/imgs/250px/782.png",{"label":43,"url":44,"thumb":45,"extension":10},"Checklist Alternate Term Sheet Provisions","/template/checklist-alternate-term-sheet-provisions-D462","https://templates.business-in-a-box.com/imgs/250px/462.png",{"label":47,"url":48,"thumb":49,"extension":10},"Checklist Basic Franchise Agreement Terms","/template/checklist-basic-franchise-agreement-terms-D109","https://templates.business-in-a-box.com/imgs/250px/109.png",{"label":51,"url":52,"thumb":53,"extension":10},"Letter of Understanding Regarding Terms of Proposed Contract","/template/letter-of-understanding-regarding-terms-of-proposed-contract-D1244","https://templates.business-in-a-box.com/imgs/250px/1244.png",{"label":55,"url":56,"thumb":57,"extension":10},"Checklist Software Development Contract","/template/checklist-software-development-contract-D781","https://templates.business-in-a-box.com/imgs/250px/781.png",{"label":59,"url":60,"thumb":61,"extension":10},"Website Terms and Conditions","/template/website-terms-and-conditions-D13193","https://templates.business-in-a-box.com/imgs/250px/13193.png",{"label":63,"url":64,"thumb":65,"extension":10},"Terms of Service Agreement","/template/terms-of-service-agreement-D920","https://templates.business-in-a-box.com/imgs/250px/920.png",{"label":67,"url":68,"thumb":69,"extension":10},"Terms And Conditions","/template/terms-and-conditions-D12667","https://templates.business-in-a-box.com/imgs/250px/12667.png",{"label":71,"url":72,"thumb":73,"extension":10},"Freeware License Terms","/template/freeware-license-terms-D834","https://templates.business-in-a-box.com/imgs/250px/834.png",{"label":75,"url":76,"thumb":77,"extension":10},"Acknowledgment of Modified Terms","/template/acknowledgment-of-modified-terms-D846","https://templates.business-in-a-box.com/imgs/250px/846.png",{"label":79,"url":80,"thumb":81,"extension":10},"Affiliate Program Terms and Conditions","/template/affiliate-program-terms-and-conditions-D13597","https://templates.business-in-a-box.com/imgs/250px/13597.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":91,"description":6},"non disclosure agreement nda",[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":86,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":111},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":107,"description":6},"service agreement",[109,110],{"label":17,"url":94},{"label":17,"url":94},"/template/service-agreement-D12711",{"description":113,"descriptionCustom":6,"label":114,"pages":8,"size":86,"extension":10,"preview":115,"thumb":116,"svgFrame":117,"seoMetadata":118,"parents":120,"keywords":119,"url":128},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":119,"description":6},"employment agreement_at will employee",[121,124,127],{"label":122,"url":123},"Human Resources","human-resources",{"label":125,"url":126},"Hire an Employee","hire-employee",{"label":17,"url":94},"/template/employment-agreement_at-will-employee-D541",{"description":130,"descriptionCustom":6,"label":131,"pages":102,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":141,"url":142},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[138],{"label":139,"url":140},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":86,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":155},"CONTRACT ADDENDUM This Contract Addendum (the \"Agreement\") is effective [DATE], BETWEEN: [PARTY A FULL NAME], (\"Party A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B FULL NAME], (\"Party B\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A and Party B shall be referred to as the \"Parties.\" WHEREAS, the Parties entered into the [CONTRACT NAME/TYPE] contract (the \"Contract\") dated [DATE] for the purpose of [PURPOSE]. WHEREAS, the Parties desire to amend the Contract on the terms and conditions set forth in this Contract Addendum (the \"Agreement\"). WHEREAS, this Agreement is the [NUMBER] amendment to the Contract NOW, THEREFORE, the Parties agree to amend their obligations in the existing Contract and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to keep, perform and fulfill the promises, conditions and agreements below: AMENDMENTS The Contract is amended as follows: [ SPECIFY THE AMENDMENT] NO OTHER CHANGES ","Contract Addendum","2","https://templates.business-in-a-box.com/imgs/1000px/contract-addendum-D13172.png","https://templates.business-in-a-box.com/imgs/250px/13172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13172.xml",{"title":151,"description":6},"contract addendum",[153,154],{"label":17,"url":94},{"label":17,"url":94},"/template/contract-addendum-D13172",{"description":157,"descriptionCustom":6,"label":158,"pages":85,"size":86,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":167,"url":168},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":163,"description":6},"letter of intent_acquisition of business",[165,166],{"label":17,"url":94},{"label":17,"url":94},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":171,"reviewer":183,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":242,"fields":273,"how_to_fill":323,"common_mistakes":354,"faqs":371,"industries":396,"comparisons":413,"diy_vs_pro":426,"related_template_ids_curated":439,"schema":449,"classification":451},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Checklist Contract Terms and Provisions Template | Free Word Download","Free contract terms checklist template to review and track key provisions before signing. Covers parties, payment, IP, termination, liability, and more.","contract terms and provisions checklist",[176,177,178,179,180,181,182],"contract checklist template","contract review checklist","contract terms checklist word","business contract checklist","contract provisions checklist template free","contract review form template","contract compliance checklist",{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":188,"legal_review_recommended":169,"signature_required":169},"easy",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"A Checklist Contract Terms and Provisions is a structured review form used to verify that all critical clauses and legal provisions are present, complete, and acceptable before a contract is signed. This free Word download gives you a ready-to-use checklist you can edit online, mark up during review, and export as PDF to share with counterparties or counsel.\n","Use it whenever you are reviewing a contract presented by another party, auditing an existing agreement for completeness, or preparing your own contract for internal sign-off before execution.\n","Itemized rows covering party identification, scope of work, payment terms, IP ownership, confidentiality, liability limits, termination rights, dispute resolution, and governing law — each with a status field to mark reviewed, missing, or flagged for negotiation.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"Small business owners","Reviewing vendor or client contracts before signing without outside counsel","persona-small-business-owner",{"title":199,"use_case":200,"icon_asset_id":201},"Operations managers","Auditing supplier agreements to confirm all standard provisions are present","persona-operations-director",{"title":203,"use_case":204,"icon_asset_id":205},"Freelancers and consultants","Checking client contracts for missing IP, payment, or termination terms","persona-freelancer",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Standardizing internal contract review before engaging legal counsel on complex deals","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Procurement officers","Ensuring every inbound vendor agreement meets the company's minimum standards","persona-procurement",{"title":215,"use_case":216,"icon_asset_id":217},"HR managers","Confirming employment and contractor agreements contain all required provisions","persona-hr-manager",[219,223,227,230,234,238],{"situation":220,"recommended_template":221,"slug":222},"Reviewing a vendor or supplier agreement","Vendor Agreement Checklist","checklist-vendor-onboarding-D13625",{"situation":224,"recommended_template":225,"slug":226},"Auditing an employment contract for completeness","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":228,"recommended_template":101,"slug":229},"Checking a client services agreement before signing","service-agreement-D12711",{"situation":231,"recommended_template":232,"slug":233},"Reviewing an NDA for missing confidentiality provisions","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":235,"recommended_template":236,"slug":237},"Auditing a lease or office rental contract","Commercial Lease Agreement","lease-agreement-D1179",{"situation":239,"recommended_template":240,"slug":241},"Preparing a contract for internal sign-off before sending to counterparty","Contract Approval Checklist","checklist-contract-terms-and-provisions-D863",[243,246,249,252,255,258,261,264,267,270],{"term":244,"definition":245},"Provision","A specific clause or section within a contract that addresses a distinct legal obligation, right, or condition.",{"term":247,"definition":248},"Indemnification","A clause requiring one party to compensate the other for specified losses, damages, or legal costs arising from defined events.",{"term":250,"definition":251},"Limitation of Liability","A clause capping the maximum amount one party can recover from the other for contract-related claims, typically expressed as a multiple of fees paid.",{"term":253,"definition":254},"Force Majeure","A provision excusing a party from performance when an extraordinary event outside their control — such as a natural disaster or government action — makes performance impossible.",{"term":256,"definition":257},"Governing Law","The jurisdiction whose laws apply to interpreting and enforcing the contract, regardless of where the parties are located.",{"term":259,"definition":260},"Entire Agreement Clause","A clause stating that the written contract supersedes all prior negotiations, representations, and understandings between the parties.",{"term":262,"definition":263},"Assignment","A clause addressing whether a party may transfer their rights or obligations under the contract to a third party, and under what conditions.",{"term":265,"definition":266},"Severability","A clause providing that if one provision is found unenforceable, the remainder of the contract continues in full force.",{"term":268,"definition":269},"Representations and Warranties","Statements of fact made by each party at signing that the other party relies upon — if untrue, the misrepresenting party may be liable for breach.",{"term":271,"definition":272},"Counterparts","A clause allowing each party to sign a separate copy of the contract, with all copies together forming one binding agreement.",[274,279,284,289,294,299,304,308,313,318],{"name":275,"plain_english":276,"sample_language":277,"common_mistake":278},"Parties and Signatories","Confirms the full legal name, entity type, and address of each party, and identifies the authorized signatory for each.","Party 1: [LEGAL NAME], a [ENTITY TYPE] incorporated in [STATE/COUNTRY], represented by [SIGNATORY NAME], [TITLE]. Party 2: [LEGAL NAME] — same format.","Listing a trade name or brand instead of the registered legal entity name — this can make the contract difficult to enforce against the correct legal party.",{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Scope of Work or Subject Matter","Describes precisely what is being agreed to — the services, goods, or obligations each party is undertaking.","[PARTY A] agrees to deliver [DESCRIPTION OF DELIVERABLES] by [DATE] in accordance with the specifications set out in Exhibit A.","Leaving scope vague with language like 'as agreed verbally' — any ambiguity about what was promised becomes a dispute about what was owed.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Payment Terms","States the amount, currency, payment schedule, accepted methods, and consequences for late payment.","[PARTY B] shall pay [AMOUNT] in [CURRENCY] within [X] days of invoice. Late payments accrue interest at [X]% per month from the due date.","Omitting a late-payment interest rate — without it, the non-paying party faces no financial consequence for delay beyond the contractual obligation.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Term and Renewal","Defines when the contract begins, when it ends, and whether it renews automatically or requires affirmative action.","This Agreement commences on [START DATE] and continues for [X] months, renewing automatically for successive [X]-month terms unless either party provides [X] days' written notice of non-renewal.","Missing an auto-renewal clause review — companies routinely get locked into unwanted renewals because no one checked whether a notice window had passed.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Intellectual Property Ownership","Clarifies who owns any work product, deliverables, or IP created during the contract — and whether any license is granted.","All work product created by [PARTY A] under this Agreement is the sole property of [PARTY B] and is hereby assigned to [PARTY B] upon creation. [PARTY A] retains ownership of pre-existing tools and methodologies.","No IP clause at all in a services contract — by default, the creator (not the client) may retain copyright over custom deliverables in many jurisdictions.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Confidentiality","Restricts each party from disclosing the other's non-public information and defines what counts as confidential.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means [DEFINITION].","Failing to define 'Confidential Information' — an undefined term gives either party room to argue that the information they disclosed was not covered.",{"name":250,"plain_english":305,"sample_language":306,"common_mistake":307},"Caps the maximum financial exposure of each party for contract-related claims, and lists any exclusions from the cap.","Neither party's total liability under this Agreement shall exceed the fees paid by [PARTY B] in the [X] months preceding the claim. This cap does not apply to breaches of confidentiality or indemnification obligations.","Accepting an unlimited liability clause without noticing it — one-sided contracts presented by large counterparties often omit mutual liability caps.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Termination Rights","States who can terminate the contract, under what conditions (for cause or convenience), and what notice is required.","Either party may terminate this Agreement for convenience with [X] days' written notice. Either party may terminate immediately for material breach if the breach is not cured within [X] days of written notice.","No termination-for-convenience right — without it, a party may be locked in for the full contract term even if the relationship has broken down.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Dispute Resolution","Specifies how disagreements are handled — negotiation, mediation, arbitration, or litigation — and in which venue.","Disputes shall first be escalated to senior management for good-faith negotiation. If unresolved within [X] days, disputes shall be submitted to binding arbitration administered by [BODY] in [CITY].","Defaulting to open-ended court litigation with no mandatory negotiation step — a required mediation or negotiation phase resolves the majority of contract disputes faster and cheaper.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Governing Law and Jurisdiction","Identifies which jurisdiction's laws apply and where any legal proceedings must be brought.","This Agreement is governed by the laws of [STATE/COUNTRY]. The parties submit to the exclusive jurisdiction of the courts of [CITY/STATE].","Accepting the counterparty's home jurisdiction as governing law without considering whether it creates practical or legal disadvantages for your side.",[324,329,334,339,344,349],{"step":325,"title":326,"description":327,"tip":328},1,"Identify the contract being reviewed","Enter the contract name, counterparty name, contract date, and internal reference number at the top of the checklist. This ties the checklist to a specific agreement and makes it retrievable later.","Use the same reference number as your contract management system or file folder so the checklist and the executed contract stay linked.",{"step":330,"title":331,"description":332,"tip":333},2,"Work through each provision row in order","For each checklist item, mark whether the provision is present, absent, or present but flagged for review. Add a notes field for any clause you want to negotiate or escalate.","Do not skip rows — marking a provision 'N/A' is a deliberate decision that should be documented, not a blank left by oversight.",{"step":335,"title":336,"description":337,"tip":338},3,"Flag missing or one-sided clauses","Highlight any provision that is absent entirely or drafted in a way that gives one party significantly more protection. Mark these as 'Needs Revision' with a brief note on what is missing.","Pay extra attention to limitation of liability and termination clauses — these are the most commonly omitted or one-sided provisions in vendor-drafted contracts.",{"step":340,"title":341,"description":342,"tip":343},4,"Cross-reference against your standard contract terms","Compare what the counterparty's contract says against your company's standard position on each provision. Note any deviations that require negotiation before signing.","If your company has a contract playbook or negotiation guidelines, keep them open in a second window while completing this checklist.",{"step":345,"title":346,"description":347,"tip":348},5,"Assign each flagged item an action and owner","For every item marked 'Needs Revision' or 'Missing,' note what action is needed (redline, add clause, escalate to legal) and who is responsible for completing it.","Set a deadline next to each action — open items without deadlines rarely get resolved before the signing pressure mounts.",{"step":350,"title":351,"description":352,"tip":353},6,"Obtain sign-off and archive the completed checklist","Once all items are resolved, mark the checklist complete, get sign-off from the reviewer, and save it alongside the executed contract in your document management system.","A completed checklist serves as evidence of due diligence if a dispute arises later — treat it as a permanent record, not a throwaway worksheet.",[355,359,363,367],{"mistake":356,"why_it_matters":357,"fix":358},"Skipping the checklist for 'standard' or short contracts","Even a two-page agreement can be missing an IP assignment or liability cap that creates significant exposure. Brief contracts are not inherently low-risk.","Run every contract — regardless of length — through the checklist before signing. The process takes under 15 minutes for short agreements.",{"mistake":360,"why_it_matters":361,"fix":362},"Marking provisions as present without reading them","A clause can exist in a contract but be so narrowly worded that it provides no real protection — for example, a confidentiality clause that expires after 12 months.","Read each clause before marking it present, and note whether it meets your minimum acceptable standard, not just whether it appears somewhere in the document.",{"mistake":364,"why_it_matters":365,"fix":366},"Leaving the 'notes' column blank on flagged items","A flag without context loses its meaning when the checklist is reviewed a week later or handed to a colleague or lawyer.","Write a one-sentence note for every flagged item explaining the specific concern — 'liability cap is one-sided, only limits our recovery' is actionable; 'check this' is not.",{"mistake":368,"why_it_matters":369,"fix":370},"Filing the checklist separately from the executed contract","If a dispute arises 18 months later, a review checklist stored in a different folder from the contract may never be found or used as evidence of due diligence.","Save the completed checklist in the same folder or record as the signed contract, named with the same contract reference number.",[372,375,378,381,384,387,390,393],{"question":373,"answer":374},"What is a contract terms and provisions checklist?","A contract terms and provisions checklist is a structured review form that lists the key clauses every business contract should contain and helps reviewers verify whether each clause is present, acceptable, or missing before the contract is signed. It standardizes the review process so nothing critical gets overlooked, regardless of who is doing the review.\n",{"question":376,"answer":377},"When should I use a contract checklist?","Use it whenever you receive a contract from another party to review and sign, when you are preparing your own contract for internal approval, or when auditing an existing portfolio of agreements for completeness. It is especially useful when your team reviews contracts without dedicated legal support and needs a consistent process to follow.\n",{"question":379,"answer":380},"Does using this checklist replace legal review?","No. A checklist is a screening tool that identifies missing or potentially problematic provisions — it does not interpret legal risk or advise on enforceability. For high-value contracts, contracts in regulated industries, or agreements with complex IP or liability terms, engage a lawyer to review the flagged items before signing.\n",{"question":382,"answer":383},"What are the most important provisions to check in any contract?","The six provisions that most often create disputes or exposure when missing or poorly drafted are: scope of work, payment terms with a late fee, IP ownership, limitation of liability, termination rights (including for convenience), and governing law. A checklist ensures all six are present and readable before you sign.\n",{"question":385,"answer":386},"Can I use this checklist for any type of contract?","Yes — the core provisions covered apply to most commercial agreements, including service contracts, vendor agreements, NDAs, consulting agreements, and employment contracts. For highly specialized contracts such as construction, real estate leases, or financial instruments, you may need to add industry-specific provisions to the checklist.\n",{"question":388,"answer":389},"How do I handle a contract that is missing several key provisions?","Mark each missing item in the checklist's status column and note what needs to be added. Then either request a revised draft from the other party, prepare a redline adding the missing clauses, or negotiate a side letter addressing the gaps. Never sign a contract expecting to resolve gaps informally after execution.\n",{"question":391,"answer":392},"How should I store completed contract checklists?","Save each completed checklist in the same folder or document management record as the executed contract, using the same reference number in the file name. This ensures the checklist can be located instantly if a dispute arises and serves as documented evidence that a formal review was completed before signing.\n",{"question":394,"answer":395},"What is the difference between a contract checklist and a contract template?","A contract template is a pre-drafted document with placeholder text that you fill in to create an agreement. A contract checklist is a review tool you use to evaluate an existing draft — whether your own template or a counterparty's document — to confirm it contains all required provisions before it is signed.\n",[397,401,405,409],{"industry":398,"icon_asset_id":399,"specifics":400},"Professional Services","industry-professional-services","Scope creep is the primary risk — the checklist focuses on detailed scope-of-work and change-order provisions to protect both billing and delivery expectations.",{"industry":402,"icon_asset_id":403,"specifics":404},"Technology / SaaS","industry-saas","IP assignment, data ownership, and limitation of liability clauses require extra scrutiny given the value of software deliverables and the cost of data incidents.",{"industry":406,"icon_asset_id":407,"specifics":408},"Construction","industry-construction","Payment milestones, lien waiver references, force majeure, and insurance requirements are provisions the checklist should verify on every subcontract and owner agreement.",{"industry":410,"icon_asset_id":411,"specifics":412},"Retail and E-commerce","industry-retail","Vendor supply agreements need careful review of delivery terms, warranty provisions, returns and liability allocation, and exclusivity or minimum purchase obligations.",[414,416,418,422],{"vs":232,"vs_template_id":233,"summary":415},"An NDA is a binding agreement that creates confidentiality obligations between parties. A contract checklist is a review tool used to verify that an NDA — or any other contract — contains the provisions it should. Use the NDA when you need a confidentiality agreement; use the checklist when you need to review one before signing.",{"vs":101,"vs_template_id":229,"summary":417},"A service agreement is the binding contract governing a service engagement. A contract checklist is used to audit that service agreement — or any draft presented by a client or vendor — to confirm all standard provisions are present and acceptable before execution.",{"vs":419,"vs_template_id":420,"summary":421},"Contract Amendment","contract-amendment-D13805","A contract amendment modifies an already-executed agreement. A contract checklist is used before execution to catch the gaps that would otherwise require an amendment later. Running a thorough checklist review reduces the number of amendments needed post-signing.",{"vs":423,"vs_template_id":424,"summary":425},"Letter of Intent (LOI)","letter-of-intent-D12703","A letter of intent outlines the preliminary terms of a proposed deal before a full contract is drafted. A contract checklist is used at the end of that process — once a full draft exists — to verify the final document reflects what was agreed in the LOI and contains all required provisions.",{"use_template":427,"template_plus_review":431,"custom_drafted":435},{"best_for":428,"cost":429,"time":430},"Small businesses, freelancers, and operations teams reviewing standard commercial contracts","Free","10–20 minutes per contract",{"best_for":432,"cost":433,"time":434},"Contracts above $50K in value, or agreements with complex IP, liability, or exclusivity terms","$150–$400 for a one-hour lawyer review of flagged items","1–2 days",{"best_for":436,"cost":437,"time":438},"Enterprise procurement programs requiring a custom playbook tied to company-specific standard positions","$500–$2,000 for a contract playbook built by outside counsel","1–3 weeks",[233,229,226,440,441,442,443,444,445,446,447,448],"independent-contractor-agreement-D160","contract-addendum-D13172","letter-of-intent_acquisition-of-business-D5197","purchase-order-D1411","vendor-agreement-D12711","consulting-agreement---long-D12543","general-non-compete-agreement-D882","business-associate-agreement-D12650","master-service-agreement-D12657",{"emit_how_to":450,"emit_defined_term":450},true,{"primary_folder":94,"secondary_folder":452,"document_type":453,"industry":454,"business_stage":455,"tags":456,"confidence":461},"terms-and-warranties","checklist","general","all-stages",[453,457,458,459,460],"contract-review","legal-compliance","contract-terms","due-diligence",0.92,"\u003Ch2>What is a Checklist Contract Terms and Provisions?\u003C/h2>\n\u003Cp>A \u003Cstrong>Checklist Contract Terms and Provisions\u003C/strong> is a structured review form that itemizes the key clauses every commercial agreement should contain and provides a systematic way to verify whether each provision is present, complete, and acceptable before a contract is signed. It works across contract types — service agreements, vendor contracts, NDAs, consulting arrangements, and employment agreements — and gives anyone reviewing a contract a consistent process to follow, regardless of their legal background.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Contracts that are signed without a structured review frequently contain missing liability caps, absent termination rights, or vague scope language that creates disputes months later — often at significant cost. A checklist forces a complete read of every critical provision and creates a written record of what was reviewed and what was flagged before execution. Without it, gaps are discovered only when something goes wrong: an auto-renewal locks you in for another year, an IP clause never existed so a contractor keeps the deliverable, or a missing late-fee provision leaves you with no financial lever on a slow-paying client. This template closes those gaps in under 20 minutes per contract — and the completed checklist serves as documented evidence of due diligence if a dispute ever reaches negotiation or court.\u003C/p>\n",1779480715033]