A contract drafting checklist is a working list of the elements, clauses and wording a contract must contain before it goes out, so the parties, scope, price, risk, exit and dispute terms are all written down clearly and can be enforced later.
Updated 13 Oct 2026 · Reviewed by the Spendflo procurement team
Choose the contract type to hide checks a simple agreement does not need, then tick each clause as you draft. Open any check to see who owns it, the evidence to point to and the red flag that should stop the draft going out.
Get the contract drafting checklist as an Excel tracker with owners, status drop-downs and a progress score.
A contract drafting checklist is the list a drafter works through while writing an agreement, confirming that the deal is legally formed, that every commercial and risk term is spelled out, and that the wording leaves no room for two readings.
It is used on your own paper: when your company writes the first draft from a template or a blank page. Legal usually drafts, but the business owner supplies scope and milestones, finance sets payment terms, procurement owns price and renewal, and security signs off any data clauses. Checking a counterparty's draft is a separate review job, and sign-off follows once the draft is final.
A good draft fails in predictable places: a trading name instead of the legal entity, a scope that says "as agreed", a renewal window nobody diarised. The checks below target those points, and the contract type filter keeps a one-page supply agreement from carrying the same load as a multi-year outsourcing deal.
This checklist is a starting point, not legal advice. Have your counsel review any contract before you sign it.
Eight clause areas cover almost every commercial agreement. Each one answers a question a court, an auditor or the other party will eventually ask.
| Clause area | The question it answers | Usual owner |
|---|---|---|
| Formation essentials | Is there a binding agreement between people with authority to make it? | Legal |
| Parties and preamble | Who exactly is bound, from what date, and where do notices go? | Legal |
| Scope of work and deliverables | What must each side do, by when, and how is it accepted? | Business owner |
| Financial terms | What is paid, in what currency, when, and what if it is late? | Finance, Procurement |
| Risk allocation | Who carries which loss, up to what amount, and with what insurance? | Legal, Finance |
| Confidentiality, IP and data | What stays secret, who owns the work, and how is personal data handled? | Legal, Security |
| Term and termination | How long does it run, how does it renew, and how does either side leave? | Procurement, Legal |
| Disputes and boilerplate | Which law applies, where are disputes heard, and how is the contract signed and changed? | Legal |
Before any clause matters, the agreement has to exist in law. Most common-law systems look for the same seven elements, and the first group of the checklist tests each one.
| Requirement | What the draft needs to show |
|---|---|
| Offer | One party proposes definite terms, usually the order form or the draft itself |
| Acceptance | The other party agrees to those terms without changing them, by signature or a stated method |
| Consideration | Each side gives something of value: fees for services, goods for payment |
| Capacity | Signers are adults of sound mind acting for a legal entity that can contract |
| Mutual consent | Both sides agree freely, with no misrepresentation, duress or hidden side deals |
| Lawful purpose | The subject matter is legal where the contract is performed |
| Certainty of terms | Price, scope and duration are clear enough for a court to enforce |
Some jurisdictions add a requirement for writing or a deed for certain contracts, such as land or guarantees. Ask counsel which formalities apply before you choose the signing method.
Use this commercial contract checklist when drafting a business-to-business agreement for goods, software or services. Each line describes what good wording looks like.
Download the contract drafting checklist so every owner can work their own rows in Excel or Google Sheets, with status and dates.
A managed services contract hands an ongoing function, such as IT support, security monitoring or facilities, to a provider. These 12 checks sit on top of the core list because the risk is continuity, not a single delivery.
For SLA wording, start from a service level schedule and attach it to the main agreement rather than writing targets into the body of the contract.
Most drafting disputes come from words that can be read two ways. Agree one convention per contract and apply it to every clause.
| Word or phrase | Use it for | Watch out for |
|---|---|---|
| Shall or must | An obligation one party has to perform | Mixing both in one contract, which invites argument that they differ |
| May | A right or option, not a duty | Using it where you mean an obligation |
| Will | Statements of future fact in recitals | Using it for obligations in some clauses and shall in others |
| Reasonable endeavours | A light duty to try | Assuming it means the same as best endeavours |
| Including | Examples that do not limit the list | Leaving out "without limitation" where your law needs it |
| Days | Deadlines and notice periods | Not saying whether you mean calendar or business days |
| And/or | Nothing: rewrite the sentence | Ambiguity a court resolves against the drafter |
Run this screen on the clean version before you send it. A fail means the draft goes back to the drafter; a review means a second person checks the point.
Each step has one owner and ends with a document, so the draft that reaches signature is the one that was approved.
Business owner records agreed terms in a deal summary.
Legal drafts from the right template and ticks each group.
Finance, procurement and security sign off their clauses.
Send, log every change and re-run the final read.
Authorised signers sign; terms and renewal dates are stored.
Here is the checklist filled in for a complex managed services contract, with the two flagged checks and how they were resolved. The companies and figures are illustrative.
| Check | Owner | Evidence received | Status |
|---|---|---|---|
| Business terms agreed in a deal summary | Business owner | Approved request, 3 Sep | Done |
| Exact legal names used | Legal | Registry extracts for both, 4 Sep | Done |
| Deliverables have acceptance criteria | Business owner | Onboarding milestones had no acceptance test | Flagged |
| Service levels set | Business owner | SLA schedule with credits attached | Done |
| Liability cap set | Legal | Cap at 12 months of fees, breach carve-out | Done |
| Duration and auto-renewal stated | Procurement | Renews yearly, 60-day notice not in tracker | Flagged |
| Signature blocks match signers | Legal | Matches authority matrix | Done |
+ 36 more checks done, clause references logged
The same 43 checks with Done and N/A columns, clause references and every add-on on this page. Free, no credit card.
FreeNo credit cardWork email only
| # | Check | Owner | Status |
|---|---|---|---|
| 1 | Business terms agreed in a written deal summary | Business owner, Procurement | Done |
| 2 | Offer and acceptance mechanism stated | Legal | In progress |
| 3 | Consideration flows both ways | Legal | Flagged |
| 4 | Each signatory has capacity and authority | Legal | Done |
The seven requirements are offer, acceptance, consideration, capacity, mutual consent, lawful purpose and certainty of terms. If any one is missing, a court may find there was never a binding contract, which is why they open this checklist.
People use "rules" for the same seven elements: a clear offer, an unconditional acceptance, value given by both sides, parties able to contract, genuine agreement, a legal purpose and terms certain enough to enforce. The free download tests each one in its first group.
List the areas the document must cover, break each area into single checks, and give every check an owner, the evidence to look at and a red flag. That is how this one is built, and you can download it to adapt rather than starting from blank.
A commercial contract should include the parties, definitions, scope, price and payment, delivery and acceptance, warranties, liability, indemnities, confidentiality, term, termination and governing law. The 12-point commercial contract checklist above covers each one.
Yes. You can download this contract drafting checklist template free as an Excel file, a Google Sheet or a PDF, with the commercial and managed services add-ons included.
Agree the terms before anyone drafts
Spendflo captures the business terms at intake and routes approvals before legal starts writing. Once signed, the Contracts Agent pulls out key terms and renewal dates so notice windows are not missed. Spendflo has handled 15,000+ agreements.
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