Business ContractReview Checklist
Signing a business contract without reviewing it properly? That is how Arab American entrepreneurs lose thousands to hidden clauses. Use this 12-point checklist to protect yourself — or let an Arabic-speaking business attorney review it for you.
for Arab business owners
12-point review
What to check before signing any contract
Go through each item carefully. If anything is unclear or missing, do not sign until it is resolved.
Parties and authority
criticalVerify the full legal names of all parties. Confirm that the person signing has actual authority to bind the company. Check for correct entity names — "John Smith" is different from "Smith Enterprises LLC." A contract signed by the wrong person or entity may not be enforceable.
Scope of work or deliverables
criticalEvery obligation should be described in specific, measurable terms. Avoid vague language like "best efforts" or "reasonable time." Define exactly what is being delivered, when, and to what standard. If the scope is unclear, disputes are almost guaranteed.
Payment terms and schedule
criticalReview the total amount, payment schedule, acceptable payment methods, and late payment penalties. Look for hidden fees, escalation clauses, or automatic price increases. Confirm when payment is due — "net 30" from invoice date vs. delivery date matters.
Term and termination clauses
criticalKnow when the contract starts, when it ends, and how either party can end it early. Check for automatic renewal clauses that could lock you in. Look at the notice period required for termination — 30 days is standard, but some contracts require 90 or even 180 days.
Indemnification and liability limits
highIndemnification clauses determine who pays if something goes wrong. One-sided indemnification means you take on all risk. Look for liability caps — many contracts limit damages to the contract value. Understand what you are agreeing to cover: direct damages, consequential damages, or both.
Intellectual property rights
highWho owns the work product? Work-for-hire clauses transfer ownership to the paying party. License grants may give broad or narrow usage rights. If you are creating content, software, or designs, IP ownership is often the most valuable part of the contract.
Confidentiality and non-disclosure
highReview what information is considered confidential, how long confidentiality lasts, and the penalties for breach. Overly broad confidentiality clauses can restrict your ability to work with other clients. Make sure the definition of "confidential" is reasonable and specific.
Non-compete and exclusivity
highNon-compete clauses restrict your ability to work with competitors or start a competing business. Check the geographic scope, duration, and industry definition. Many non-competes are overly broad and may not be enforceable in your state. An attorney can tell you if yours would hold up in court.
Dispute resolution
mediumHow are disagreements handled? Arbitration is often faster and cheaper than court but limits your appeal rights. Mediation is non-binding and can be a good first step. Check which state or jurisdiction governs the contract — being forced to litigate in another state can be expensive.
Force majeure and excuses
mediumForce majeure clauses excuse performance during extraordinary events (natural disasters, pandemics, government actions). Without this clause, you may still be liable even if performance becomes impossible. Review what qualifies as force majeure and the notice requirements.
Insurance requirements
mediumMany contracts require specific insurance coverage like general liability, professional liability (E&O), or workers compensation. Check the minimum coverage amounts and whether you need to name the other party as an additional insured. Factor insurance costs into your pricing.
Assignment and subcontracting
mediumCan either party transfer the contract to someone else? Anti-assignment clauses prevent the other party from handing your contract to a company you did not agree to work with. If you plan to use subcontractors, make sure the contract allows it.
Contract red flags to never ignore
If you spot any of these in a contract, do not sign without legal review.
One-sided indemnification
You cover all losses but the other party has no similar obligation. This shifts 100% of risk to you regardless of who is at fault.
Automatic renewal with long notice periods
The contract renews for another year unless you cancel 90-180 days before expiration. Many business owners miss this window and get locked in.
Unlimited liability
No cap on damages means your exposure is unlimited. Most business contracts should include a liability cap tied to the contract value.
Broad IP assignment clauses
Language like "all work product and related materials" could transfer ownership of pre-existing tools, templates, or processes you use across clients.
Choice of law in another state
Being forced to resolve disputes in a distant state can make enforcing your rights prohibitively expensive. Negotiate for your home state or a neutral location.
Vague termination for cause
If "cause" is not clearly defined, the other party could terminate at any time by claiming dissatisfaction. Demand specific, measurable termination triggers.
Non-compete that is too broad
A non-compete covering "all related industries" nationwide for 3+ years is likely unenforceable but still creates uncertainty and legal costs if challenged.
Right to change terms unilaterally
Clauses that let one party modify the agreement without the other party's consent undermine the entire purpose of having a written contract.
Know when to ask for help
When you need an attorney to review your contract
Not every contract needs a lawyer. But these situations almost always do.
The contract value exceeds $10,000
A few hundred dollars in legal fees can save you tens of thousands in disputes. The higher the stakes, the more a review pays for itself.
You are signing a long-term agreement (1+ years)
Long-term contracts lock you in. Issues that seem minor now become major problems over months or years. Get the terms right before committing.
The contract includes a non-compete or exclusivity clause
These clauses can prevent you from earning a living or growing your business. An attorney can assess enforceability in your state and negotiate better terms.
You do not fully understand certain provisions
Legal language is designed to be precise, not clear. If you do not understand a clause, do not sign. An Arabic-speaking attorney can explain every provision in plain language.
The other party drafted the contract
Contracts are drafted to favor the party who wrote them. Having your own attorney review ensures the terms are fair and your interests are protected.
You are a new business or first-time contractor
Your first few contracts set the tone for your business relationships. Investing in legal review early prevents bad precedents and expensive rework later.
Professional review
What an Arabic business lawyer checks for you
Contract review questions
Common questions about business contract reviews and when to hire an attorney.
Related resources
More business law guides
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Disclaimer: The contract review checklist on this page is provided for general educational purposes only. It is not a substitute for professional legal advice. Contract requirements and enforceability vary by state, industry, and specific circumstances. Always consult with a licensed business attorney before signing any significant business agreement.