A commercial contract checklist for clearer working relationships

A contract review starts with a practical question: does this document describe the relationship you are about to enter? Even a neatly presented agreement can leave important working details unsettled.

Use this checklist to prepare questions before signing a business-to-business agreement. It is a way to organise a review, rather than a judgement about whether a particular term is enforceable. Consumer, employment, property and other specialist agreements need their own approach.

1. Identify the parties and the full document set

Check the legal names of the businesses involved. A familiar brand may be used by several companies, and the person handling the project may not be the person authorised to agree its terms.

Gather every document the agreement refers to. That can include a proposal, specification, purchase order, schedule, online terms or service policy. Record the version and date of each. Mark any document you have not received, and ask which terms take priority if they differ.

2. Make the scope understandable

Write down, in your own words, what you believe you are buying or supplying. Compare that description with the contract. The Small Business Commissioner’s contract guide highlights the value of identifying the parties, delivery, duration and ending arrangements clearly.

Questions to put beside the scope

• What specific work, goods or outputs are included?
• What information, access or materials must each side provide?
• Who checks the work, and against what agreed criteria?
• What is outside the agreed scope?
• What happens when a dependency is delayed?

For example, “website support” could mean answering questions, fixing faults or delivering new features. Ask for the intended meaning to be recorded before it becomes a delivery disagreement.

3. Walk through a payment from start to finish

Consider the real process, not just the price. Who raises a purchase order? Where is an invoice submitted? What evidence accompanies it? Who can resolve a query?

Record the agreed trigger for payment, the payment schedule, any deposit and the treatment of additional work. Check whether figures include relevant taxes and expenses. Compare those details across the proposal and agreement.

The Small Business Commissioner’s negotiation guidance encourages businesses to discuss payment terms before starting work. GOV.UK also explains the framework for late commercial payments. If a clause raises questions about interest, deductions or recovery, obtain advice on that clause rather than assuming a standard rule settles it.

4. Test a change of plan

Imagine that the customer asks for another deliverable halfway through the project. Does the agreement explain who approves the change, how its cost is agreed and whether the timetable moves?

Repeat the exercise for a delayed delivery, a key person’s absence and a supplier change. You are looking for a usable process. Record who communicates a problem, where decisions are kept and when an issue moves to a more senior contact.

5. Read the exit and handover together

An agreement can end after successful completion, at renewal or earlier than expected. Look for the practical consequences in each situation.

• What notice or process does the document describe?
• What work or payment remains outstanding?
• Which files, materials or equipment need to be returned?
• What access needs to be removed or transferred?
• How are ongoing support and transition arrangements handled?

Highlight confidentiality, intellectual property, liability, indemnity, exclusivity and governing-law clauses for focused review. Their significance depends on the agreement and circumstances; a checklist cannot establish that they are acceptable.

Your next step

Prepare a short list of your intended outcomes, concerns and unanswered questions. Contact Fairbourne to discuss non-reserved commercial document support. We will confirm the proposed scope and identify where specialist or authorised professional input is needed. You can also browse our resources for practical preparation guides.