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.
Practical guide
How to record findings before signing
Use the checklist with the current draft, its schedules and the commercial proposal open together. For every finding, record the clause, the business effect, the question for the counterparty and the person responsible for resolving it. A checked box should refer to evidence, not merely acknowledge that a clause exists.
Illustrative example: if the proposal promises support but the contract excludes it, identify the conflicting language and request an agreed scope before signature. Whether a term is enforceable requires a review of the applicable law and circumstances; this checklist helps organize that review.
- Status: acceptable, clarification required or decision required.
- Evidence: clause number, agreed schedule and relevant correspondence.
- Owner: commercial, finance, operations or legal, according to the issue.
- Close: preserve the approved version and the decision on unresolved risks.
Continue with: Commercial contract services · Legal due diligence.
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