Before you sign: read how the contract will be performed

Check the party and capacity before the price

The price may be clear while the party who will be bound is not precisely identified. Begin with the legal name, the correct details, the signatory’s capacity and the basis of his authority, and verify their connection to the intended transaction.

If a group of companies uses a single brand, identify the contracting company expressly. Also review the activity licenses and approvals required for the type of dealing. These steps help identify who a claim should be directed to, and should not be postponed until the invoice stage or the emergence of a dispute.

Turn the scope of work into a verifiable commitment

The phrase “providing an integrated service” does not explain what the client will receive. Have the contract define the scope of work, deliverables, dates and the acceptance criterion, and how the client may object and how comments are corrected.

In a technology project, for example, delivering a trial version differs from final acceptance and actual use. The client’s role in providing information and approvals should be stated, and how his delays affect the schedule.

Then link payments to the agreed milestones, and deal with additional work before it is carried out rather than leaving its value to later negotiation.

Read the moment of exit carefully

Contract review is not limited to successful performance; test delay in performance, impossibility of continuing, or one party’s wish to terminate.

Distinguish between expiry of the term, agreed termination and the remedies tied to breach, and set the notice and the opportunity to cure where they apply.

Then review what becomes of payments, equipment, data, licenses and work completed. Examine the limits of liability and compensation in light of the nature of the obligation and the legal provisions, without assuming that every stated amount is automatically due or that every exclusion of liability is enforceable.

Read the annexes as part of the deal

A price quotation or technical annex may change the meaning of a clause in the body of the contract. Collect the final versions and set the order of precedence in case of conflict, the amendment mechanism, notice addresses, governing law and the dispute resolution route.

For bilingual versions, review the terms and which version prevails in case of difference.

Before approval, ask the implementation team to explain what it will do in the first month and what it needs in case of delay. If the answer cannot be found in the documents, the contract often needs further practical clarification before signing.