Contract review checklist (have a lawyer review)

Contract review: [CONTRACT NAME]

• Other party: [NAME]
• What it's for: [PURPOSE]
• Total cost: $[AMOUNT]. Length: [TERM]
• Reviewed by: [NAME]. Date: [DATE]
• Lawyer review needed? [YES OR NO]. Lawyer: [NAME]

The parties and the deal

• Our charity's full legal name is correct, and we're the party (not a volunteer personally)
• The other party's full legal name and address are correct
• What they'll provide is described clearly: quantities, dates, times, standards
• What we must provide (for example, guest numbers, access, materials) is realistic
• Anything they promised in emails or conversation is written into the contract

Money

• The total price, and what it includes and excludes (taxes, service charges, gratuities, overtime, extras)
• Deposit amount, and when and whether it's refundable
• Payment dates, and any late fees or interest
• Minimum spend or guest-number guarantees, and what happens if we fall short
• Price increases allowed during the term, and how much notice we get
• Whether our sales tax exemption applies, and what certificate they need

Term, renewal and cancellation

• Start and end dates
• Automatic renewal, and the deadline to cancel before it renews
• How we can cancel, how much notice, and the cost at each point
• What happens if they cancel or don't deliver
• What happens if the event can't go ahead for reasons outside anyone's control (often called force majeure), and whether that includes things like severe weather, public health orders or venue closure

Liability and insurance

• Indemnity: who agrees to cover whose losses. If we're asked to indemnify them, it's limited to our own actions, not theirs
• Limits on their liability are reasonable for what's at stake
• Insurance they must carry, and a certificate of insurance before work starts
• Insurance we must carry, and whether they must be named on our policy (ask our insurer before agreeing; see our insurance guide)
• Who is responsible for damage to the venue or equipment
• Any waiver of our rights to claim against them

Data, content and name

• If they'll handle personal information (donors, participants, volunteers), how it's protected, who owns it, and that it's returned or deleted at the end
• We can export our data if we leave
• Who owns any content they create for us (photos, designs, writing)
• They can use our name or logo only with our permission

Disputes and the small print

• Which state's law applies, and where disputes are heard
• Any requirement for arbitration instead of court
• Changes to the contract must be in writing and signed by both sides
• Nothing refers to terms we haven't seen

Approval and signing

• The person signing has authority under our bylaws or board resolution
• The amount is within our budget, and quotes were compared if required by our policy
• No conflict of interest, or it's been handled under our policy
• A lawyer has reviewed it, if needed
• The signed copy is saved, and dates are on our contract list and calendar

Notes and requested changes