# Contract decision checklist

Fill this in before you ask any tool — AI or otherwise — to draft. Every blank
you leave is a decision the draft will make for you, silently.

**This checklist is not legal advice.** It is a list of things a contract has to
decide. Whether a particular clause is enforceable where you are is a question
for a qualified lawyer in that jurisdiction.

## The deal in one sentence

- Who is doing what, for whom, for how much: [one sentence]
- What happens if it goes well: [outcome]
- What happens if it goes badly: [outcome]

## Parties

- Party A legal name and entity type: [e.g. Acme Widgets Ltd, company no.]
- Party B legal name and entity type: [name]
- Registered address for each: [addresses]
- Who signs, and in what capacity: [name, title]
- Are you contracting with the person or with their company: [which]

## Scope, deliverables, acceptance

- What is being delivered: [list]
- What is explicitly out of scope: [list]
- Acceptance test: [how a deliverable is judged done]
- Review window: [days to accept or reject]
- Number of revision rounds included: [n]
- What a change request costs and how it is agreed: [process]

## Price and payment timing

- Price or rate, and currency: [amount]
- Deposit or milestone schedule: [schedule]
- Invoice terms — days to pay from what event: [terms]
- Expenses: reimbursed or included: [which]
- Taxes: who bears which: [split]
- What happens on late payment: [consequence]

## Intellectual property

- Who owns what is created: [party]
- When ownership transfers — on creation, on delivery, or on payment: [trigger]
- Pre-existing material each side brings, and the licence to it: [list]
- Third-party and open-source components used: [list and licences]
- Portfolio, credit, and publicity rights: [what is allowed]
- AI-assisted output used in the work: [disclose or not]

## Confidentiality and data

- What counts as confidential: [definition]
- How long the obligation lasts: [term]
- Permitted disclosures — staff, subcontractors, advisers: [who]
- Personal data involved: [what, whose, where stored]
- What happens to data and materials at the end: [return/delete]

## Liability

- Cap on liability, and what it is a multiple of: [amount]
- What is excluded from the cap: [carve-outs]
- Indemnities, and who gives them: [list]
- Insurance either side must carry: [type and amount]

## Term and termination

- Start date and end date, or ongoing: [dates]
- Termination for convenience — notice period, either side: [days]
- Termination for breach — cure period: [days]
- What is owed on termination for work in progress: [amount]
- What survives termination: [clauses]

## Dispute forum and governing law

- Governing law: [jurisdiction]
- Courts or arbitration, and where: [forum]
- Escalation before formal dispute: [process]
- Language of the contract: [language]

## For the lawyer

- Clauses I am unsure about: [list]
- Facts the draft assumed rather than knew: [list]
- The worst realistic outcome if this goes wrong: [amount / consequence]
- Anything cross-border, equity, employment, or regulated: [list]