Downloadable resource · Legal Reset
Checklist to review a commercial contract before signing
A list to understand what you are actually signing, not just what you think you are. For the full context, read the article What to review before signing a commercial contract in Panama.
Parties and subject matter
- Verify the parties are correctly identified and have capacity.
- Confirm the subject matter reflects what was actually agreed.
- Check that definitions leave no ambiguous terms.
Obligations and scope
- Delimit what each party is obligated to do, and what it is not.
- Review deadlines, deliverables, and service levels.
- Clarify responsibilities in case of breach.
Economic terms
- Confirm price, payment terms, and adjustments.
- Review penalties and liquidated damages for breach.
- Verify taxes, expenses, and who bears them.
Risk clauses
- Identify exclusivity clauses.
- Detect automatic renewal and its conditions.
- Review liability caps and indemnities.
Termination and exit
- Confirm under what conditions you can exit the contract.
- Review the notice period required to terminate.
- Clarify what happens to the client portfolio or assets on termination.
Dispute resolution
- Verify which law governs the contract.
- Confirm the agreed jurisdiction or arbitration.
- Review the resolution mechanism before a conflict exists.
General information, not legal advice. A review before signing costs a fraction of what it costs to get out of a bad contract later.