Free checklists FREE

The clauses we check first, on the page.

Five checklists covering the documents that land on most desks, in plain English, with the red flag spelled out for each. No form, no email gate, nothing to download before you can read it.

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NDA red flags 10 CHECKS

✓ Mutual, not one-way

✓ Definition is bounded

✓ Term ends, bar trade secrets

! Advisers not carved out

✕ Non-solicit hidden in clause 9

✕ No residuals protection

BY HAND: TEN MINUTES WITH A PLAYBOOK: EVERY TIME

CHECKLISTS

Five documents

CHECKS

59 in total

PRICE

Free, no form

UPDATED

July 2026

Pick a document

What to check, and what should worry you.

MSA review NDA red flags SLA review Supplier agreement Employment

Master services agreement

Fifteen clauses to check before you sign

15 CHECKS

Limitation of liability

Is the cap proportionate to the contract value?

RED FLAG Uncapped liability, or a cap so low that you carry most of the risk.

Indemnification

Who indemnifies whom, and is it mutual?

RED FLAG One-sided indemnity that puts all the legal and financial exposure on you.

Payment terms

Thirty days is standard in most industries.

RED FLAG Anything over 60 days. It puts unnecessary pressure on your working capital.

Termination rights

Can both parties terminate, and on what notice?

RED FLAG Exit rights that only favour one side.

Auto-renewal

Does it renew, and what is the opt-out window?

RED FLAG Notice periods under 30 days that trap you into another term.

Intellectual property

Who owns what is created, and is your pre-existing IP protected?

RED FLAG Broad assignment clauses that hand over rights to work you already owned.

Confidentiality

Mutual obligations, with a definition you can work to.

RED FLAG Definitions so broad that normal business becomes a breach.

Data protection

Is GDPR referenced, and is there a DPA?

RED FLAG No mention of data processing when personal data is clearly involved.

Force majeure

Does it cover pandemics, cyber attacks and supply chain failure?

RED FLAG Narrow drafting that only covers acts of God and ignores modern risk.

Restrictive covenants

Check the scope, geography and duration.

RED FLAG Broad non-competes with no limits. Costly to challenge even when unenforceable.

Governing law and jurisdiction

Which law applies, and which courts hear a dispute.

RED FLAG A foreign jurisdiction that makes any dispute expensive and impractical.

Assignment

Can they transfer the contract without your consent?

RED FLAG Unrestricted assignment that lets them hand your contract to anyone.

Warranties and representations

Are the warranties realistic and achievable?

RED FLAG Warranties you cannot meet during normal delivery.

Dispute resolution

Is there a mediation step before proceedings?

RED FLAG No escalation process, so litigation is the default.

Entire agreement

Anything agreed in negotiation has to be in the document.

RED FLAG Verbal promises that never made it into the final contract.

Non-disclosure agreement

Ten things that should make you pause

10 CHECKS

One-sided obligations

Mutual NDAs are standard in most business relationships.

RED FLAG Only you owe confidentiality while the other side can share freely.

Overly broad definition

You should be able to tell what is covered and what is not.

RED FLAG Catch-all definitions that classify everything as confidential.

No time limit

Two to five years is typical for business information.

RED FLAG Perpetual obligations, outside genuine trade secrets.

No carve-outs for public information

Public, already known, or independently received.

RED FLAG Standard exceptions missing, so you are liable for protecting what is already public.

Non-compete hidden inside

Read every clause, not just the confidentiality ones.

RED FLAG Restrictive covenants dressed up as confidentiality terms.

No right to disclose to advisers

Lawyers and accountants need access to advise you.

RED FLAG No permitted disclosure, which makes proper advice impossible.

Excessive remedies

Injunctive relief is normal. Fixed financial penalties usually are not.

RED FLAG Liquidated damages disproportionate to any realistic harm.

A jurisdiction you cannot use

Enforcement should be practical for both parties.

RED FLAG Foreign courts that make enforcing your rights costly.

No return or destruction clause

Say what happens to material when the agreement ends.

RED FLAG Silence on post-termination handling, leaving ongoing exposure.

Residuals clause missing

People retain knowledge they are not actively using.

RED FLAG No residuals protection, so you are exposed to memory-based claims.

Service level agreement

Twelve checks, either side of the deal

12 CHECKS

Uptime commitment

99.9% still allows 8.7 hours of downtime a year.

RED FLAG High figures quoted without defining what counts as downtime.

How uptime is measured

Monthly measurement beats annual for the customer.

RED FLAG Annual averaging, which can mask a full week of outages.

Exclusions from uptime

Scheduled maintenance and force majeure are normal.

RED FLAG An exclusion list longer than the commitment itself.

Service credits

Credits should be meaningful, and check the cap.

RED FLAG A 5% credit on a monthly bill is barely an incentive.

Support response times

Response is not resolution. Pin down both.

RED FLAG A one-hour response target with resolution measured in weeks.

Escalation process

A clear path from support to management to executive.

RED FLAG No named contacts, so support becomes a black hole.

Reporting and transparency

Regular reports, and the right to audit the metrics.

RED FLAG Self-reported uptime with no independent verification.

Penalties versus termination

Credits alone may not be enough for an unreliable service.

RED FLAG Three months of missed SLAs that still trigger no termination right.

Change management

Changes to the SLA should need agreement.

RED FLAG "We may update these terms at any time."

Backup and recovery

Backup frequency, and a stated recovery time objective.

RED FLAG No RTO, so no obligation to get you back online quickly.

Security obligations

Breach notification timeframes belong here too.

RED FLAG Silence on notification, so you could be the last to know.

Exit and transition

Export and handover support when you leave.

RED FLAG No data export clause or transition support, so you are trapped.

Supplier and vendor contract

Twelve clauses for procurement teams

12 CHECKS

Payment terms and conditions

Thirty days net is standard.

RED FLAG Settlement discounts buried in the small print that erode your margin.

Pricing and price variation

Fixed or variable, and what triggers a change.

RED FLAG "Prices may be adjusted annually" with no benchmark such as CPI.

Delivery and performance

Timelines, and consequences for missing them.

RED FLAG No liquidated damages, so no financial incentive to hit deadlines.

Quality and acceptance

How quality is measured, and your right to reject.

RED FLAG Deemed acceptance after a period, leaving you with defective goods.

Limitation of liability

Is their cap proportionate to what they supply?

RED FLAG "Fees paid in the last 12 months" on a supply you depend on.

Indemnification

Cover for their negligence and IP infringement.

RED FLAG One-sided indemnities that protect only the supplier.

Insurance requirements

Professional indemnity, public and employer’s liability.

RED FLAG Promises instead of certificates, or cover below the contract risk.

Termination for convenience

Can you exit without cause, and on what notice?

RED FLAG Only the supplier holding a convenience right.

Subcontracting

Written consent, and continuing liability for performance.

RED FLAG Free subcontracting of the expertise you chose them for.

Confidentiality and data

Obligations that survive the end of the contract.

RED FLAG Confidentiality that expires the day the contract does.

Business continuity

Ask to see the plan, not a statement that one exists.

RED FLAG No disaster recovery detail for a supplier in your critical path.

Step-in rights

The right to take over delivery if they fail.

RED FLAG No step-in, so termination is your only remedy when it matters most.

Employment and contractor terms

Ten clauses that cause the most trouble

10 CHECKS

Job title and duties

Core responsibilities should be specific.

RED FLAG Vague descriptions that cause disputes later.

Salary and benefits

State the whole package, not just base pay.

RED FLAG Discretionary bonus clauses with no criteria for how it is calculated.

Working hours and location

Hours, and any hybrid or remote arrangement.

RED FLAG Full-time office attendance with no flexibility, which narrows your talent pool.

Notice period

Mutual, and proportionate to the role.

RED FLAG Asymmetric notice, which rarely survives a tribunal challenge.

Probationary period

Terms during probation, stated explicitly.

RED FLAG Forgetting to end or extend it, which can imply confirmation.

Restrictive covenants

Scope, duration and geography, kept proportionate.

RED FLAG A worldwide twelve-month non-compete for a mid-level role.

Intellectual property

Make employer ownership explicit, even where law implies it.

RED FLAG No assignment clause, so ownership becomes arguable and expensive.

Confidentiality

It has to survive the employment ending.

RED FLAG Obligations that stop the day someone walks out.

Garden leave

Reserve it expressly if you might need it.

RED FLAG No clause, so you cannot keep someone from a competitor during notice.

Termination and disciplinary

Align the contract with your procedure and ACAS guidance.

RED FLAG A contract that contradicts your own disciplinary policy.

These are the questions a reviewer asks. They are deliberately generic, and they are not legal advice. Your own thresholds and red lines are what turn a checklist into a decision, which is what a playbook holds.

The limit of a checklist

A list only works when someone has time to use it.

The eighth contract of the week gets a skim, and the clause that costs you money is usually in a schedule nobody reached. That is a volume problem rather than a discipline problem.

A playbook is this checklist with your numbers written into it, applied the same way every time, plus the round-on-round comparison nobody can hold in their head.

Checked in the same order every time Playbook

Your thresholds, not generic ones Playbook

Suggested wording to send back Playbook

What changed since their last version Playbook

Works when you are busy Playbook

Keep the checklists either way. They are the fastest way to train whoever joins next.

Turn the checklist into your playbook.

Thirty minutes on a call and we will write your positions from these lists, then score an anonymised contract from your sector against them.

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