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Contract Review Checklist: 12 Things to Check Before You Sign
Most contract disputes arise from clauses that were misunderstood or overlooked before signing. This checklist covers the 12 elements that matter most in South African contracts.
For general information only. For general information only. This checklist does not constitute legal advice. For a professional review of your specific contract, contact ClauseWise.
The 12-point contract review checklist
Work through each item before you sign any agreement.
Parties are correctly identified
Full legal names, registration numbers (for companies), and addresses of all parties. An incorrectly named party can make enforcement difficult or impossible.
The subject matter is clearly defined
What exactly is being sold, delivered, performed, or licensed? Vague descriptions lead to disputes about what was actually agreed.
Payment terms are specific
Amount, currency, due date, method of payment, and consequences of late payment. "Payment on delivery" means different things to different people.
Delivery or performance obligations are clear
Who must do what, by when, and to what standard? Vague performance obligations are the most common source of contract disputes.
Duration and termination provisions
When does the contract start and end? How can it be terminated early? What notice is required? What happens to obligations on termination?
Breach and remedies
What constitutes a breach? What is the process before a party can cancel? South African law requires a notice of breach and opportunity to remedy before cancellation in most cases.
Limitation of liability clauses
Does the contract cap one party's liability? Is the cap reasonable? Under the Consumer Protection Act, certain liability exclusions are void against consumers.
Intellectual property ownership
Who owns work created under the contract? This is critical in service agreements, software development, and creative work.
Confidentiality obligations
What information must be kept confidential? For how long? What are the consequences of a breach?
Dispute resolution mechanism
Does the contract require mediation or arbitration before litigation? Which court has jurisdiction? Which law governs?
Governing law and jurisdiction
South African law governs most local contracts, but international contracts may specify a foreign law. Jurisdiction clauses determine which court can hear disputes.
Signatures and execution formalities
Is the contract signed by authorised signatories? Does it require witnesses or notarisation? Electronic signatures are valid under the Electronic Communications and Transactions Act for most contracts.
Red flags to watch for
- Automatic renewal clauses with short opt-out windows
- Unilateral variation rights (one party can change terms without consent)
- Broad indemnity clauses that expose you to unlimited liability
- Jurisdiction clauses in foreign courts
- Clauses that waive your rights under the Consumer Protection Act (void against consumers)
- Penalty clauses that are disproportionate to the breach
Want a professional contract review before you sign?
ClauseWise reviews commercial agreements at a fixed price — scoped quote within one business day.
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Need a professional contract review?
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