Contract Review Checklist
Layer 0: Entity Verification (Subject Authenticity)
1. Entity Extraction
- All contracting parties are identified (full legal names)
- Unified Social Credit Code (统一社会信用代码) is extracted if present
- Legal representative names are noted if stated
- Entity type is identified (company, individual business, natural person, etc.)
2. Name Accuracy
- Registered name matches exactly (no typos, missing/extra characters)
- Entity type suffix is correct (有限公司 vs 有限责任公司, etc.)
- If trade name differs from registered name, both are verified
3. Authenticity & Status
- Entity exists in business registration records
- Entity is not in revoked/cancelled/abnormal status
- Business scope covers the contract's subject matter (if verifiable)
4. Verification Method
- Use MCP business lookup tool (企业详情查询) if available
- Fall back to Web Search if MCP tool is unavailable
- Record verification source in comment
Risk level guidance:
- 🔴 High: entity does not exist, or name significantly wrong, or revoked/cancelled
- 🟡 Medium: minor name discrepancy, or status could not be fully verified
- 🔵 Low: minor formatting difference in name (e.g., punctuation)
Layer 1: Basic Review (Text Quality)
1. Text Accuracy
- Key terms and spellings are correct
- Numbers, amounts, and ratios are accurate
- Amounts in words match numerals
- Dates are precise (avoid vague terms like “soon”)
2. Formatting Consistency
- Punctuation is correct
- Clause numbering is sequential
- No duplicate numbering
- Layout is clean
- Signature blocks have enough space
3. Clarity of Expression
- No grammar errors
- No unclear statements
- No ambiguity in time/quantity/quality
- Terminology is used correctly
4. Internal Consistency
- Same concept uses consistent naming
- Cross‑references are correct
- No logical conflicts across clauses
- Attachments match the main text
Risk level guidance:
- 🔴 High: ambiguity in core terms (price, subject matter, rights/obligations)
- 🟡 Medium: ambiguity in non‑core terms
- 🔵 Low: minimal practical impact
Layer 2: Business Terms
1. Purpose & Term
- Purpose is clear
- Background is stated
- Start/end dates are clear
- Renewal terms are clear (if any)
2. Subject Matter
- Quantity is specific
- Category/brand/model/specs are clear
- Quality standards are clear
- Acceptance terms are operable
- Legality/ownership status is clear
3. Price & Payment
- Price structure is clear
- Pricing method is clear
- Currency is clear
- Tax separation is clear
- Tax responsibility is clear
- Payment method is clear
- Payment milestones align with performance
- Payment conditions are operable
- Invoice/receipt terms are clear
4. Performance
- Performance timeline is specific
- Performance location is specific
- Performance method is detailed
- Performance process is structured
- Title transfer point is clear
- Risk transfer point is clear
- Notice obligations are clear
5. Rights & Obligations
- Main rights are complete
- No implied waiver
- Exemption clauses are reasonable
- Main obligations are complete
- Standards for obligations are clear
- Obligations are feasible
- Post‑contract obligations are clear
- Ancillary rights/obligations are clear
6. Intellectual Property
- Existing IP ownership is clear
- IP created during performance is clear
- Scope/purpose/term of IP use is clear
- IP transfer/license terms are clear
- Protection responsibilities are clear
- Confidentiality/competition limits are reasonable
Risk level guidance:
- 🔴 High: core business cannot proceed due to contradictions/ambiguity/gaps
- 🟡 Medium: material dispute risk but business can still proceed
- 🔵 Low: minimal impact on business
Layer 3: Legal Terms
1. Effectiveness
- Formation vs. effectiveness is distinguished
- Effectiveness conditions are clear
- Feasibility of conditions is considered
- Pre‑effect legal responsibility is addressed
2. Liability/Default
- Default types are clearly defined
- Remedies are clear
- Penalty ratio is reasonable
- Liability is balanced
- Calculation method is clear
3. Amendment/Termination
- Amendment conditions are clear
- Amendment procedure is clear
- Termination conditions are reasonable
- Termination procedure is operable
- End‑of‑term conditions are clear
- Survival clauses are reasonable
- Post‑termination duties are clear
4. Governing Law
- Governing law is specified
- Choice of law is reasonable
- No conflict with mandatory rules
- Enforceability is considered
5. Confidentiality
- Confidential info is defined
- Confidentiality term is clear
- Exceptions are limited and reasonable
- Breach liability is clear
6. Force Majeure
- Events are defined reasonably
- Notice duty is clear
- Exemption conditions are fair
- Follow‑up measures are clear
7. Dispute Resolution
- Dispute method is clear
- Jurisdiction/arbitration body is clear
- No conflict between arbitration/litigation
- Governing law matches dispute forum
8. Notice
- Notice method is clear
- Address/contact is complete
- Effective time/conditions are clear
- Change‑of‑address notice duty is clear
9. Authorization
- Authorized persons are clear
- Scope/authority is clear
- Term is reasonable
- Revocation/change mechanism is clear
10. Other Legal Terms
- Interpretation rules are clear
- Signing time/place is clear
- Severability is clear
Risk level guidance:
- 🔴 High: missing legal terms or unreasonable liability
- 🟡 Medium: other material issues
- 🔵 Low: minor issues
Usage Notes
Review Process
- Review in order: Layer 0 → Layer 1 → Layer 2 → Layer 3
- Evaluate each checklist item
- Record findings and risk levels
- Add structured comments to the document
Comment Format
Each comment must include:
- Issue type (matches checklist)
- Risk reason (impact and reasoning)
- Revision suggestion (actionable fix)
Risk level is encoded by reviewer name; do not add a “risk level” line inside the comment body.
Priority
- High: address first
- Medium: address next
- Low: optional cleanup