| Question 1: Highlight the parts (if any) of this contract related to "Document Name" that should be reviewed by a lawyer. Details: The name of the contract | |
| Question 2: Highlight the parts (if any) of this contract related to "Parties" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract | |
| Question 3: Highlight the parts (if any) of this contract related to "Agreement Date" that should be reviewed by a lawyer. Details: The date of the contract | |
| Question 4: Highlight the parts (if any) of this contract related to "Effective Date" that should be reviewed by a lawyer. Details: The date when the contract is effective | |
| Question 5: Highlight the parts (if any) of this contract related to "Expiration Date" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire? | |
| Question 6: Highlight the parts (if any) of this contract related to "Renewal Term" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice. | |
| Question 7: Highlight the parts (if any) of this contract related to "Notice Period To Terminate Renewal" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal? | |
| Question 8: Highlight the parts (if any) of this contract related to "Governing Law" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract? | |
| Question 9: Highlight the parts (if any) of this contract related to "Most Favored Nation" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms? | |
| Question 10: Highlight the parts (if any) of this contract related to "Non-Compete" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? | |
| Question 11: Highlight the parts (if any) of this contract related to "Exclusivity" that should be reviewed by a lawyer. Details: Is there an exclusive dealing commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on collaborating or working with other parties), whether during the contract or after the contract ends (or both). | |
| Question 12: Highlight the parts (if any) of this contract related to "No-Solicit Of Customers" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)? | |
| Question 13: Highlight the parts (if any) of this contract related to "Competitive Restriction Exception" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above. | |
| Question 14: Highlight the parts (if any) of this contract related to "No-Solicit Of Employees" that should be reviewed by a lawyer. Details: Is there a restriction on a party’s soliciting or hiring employees and/or contractors from the counterparty, whether during the contract or after the contract ends (or both)? | |
| Question 15: Highlight the parts (if any) of this contract related to "Non-Disparagement" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty? | |
| Question 16: Highlight the parts (if any) of this contract related to "Termination For Convenience" that should be reviewed by a lawyer. Details: Can a party terminate this contract without cause (solely by giving a notice and allowing a waiting period to expire)? | |
| Question 17: Highlight the parts (if any) of this contract related to "Rofr/Rofo/Rofn" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services? | |
| Question 18: Highlight the parts (if any) of this contract related to "Change Of Control" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law? | |
| Question 19: Highlight the parts (if any) of this contract related to "Anti-Assignment" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party? | |
| Question 20: Highlight the parts (if any) of this contract related to "Revenue/Profit Sharing" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services? | |
| Question 21: Highlight the parts (if any) of this contract related to "Price Restrictions" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to raise or reduce prices of technology, goods, or services provided? | |
| Question 22: Highlight the parts (if any) of this contract related to "Minimum Commitment" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract? | |
| Question 23: Highlight the parts (if any) of this contract related to "Volume Restriction" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold? | |
| Question 24: Highlight the parts (if any) of this contract related to "Ip Ownership Assignment" that should be reviewed by a lawyer. Details: Does intellectual property created by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events? | |
| Question 25: Highlight the parts (if any) of this contract related to "Joint Ip Ownership" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract? | |
| Question 26: Highlight the parts (if any) of this contract related to "License Grant" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty? | |
| Question 27: Highlight the parts (if any) of this contract related to "Non-Transferable License" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party? | |
| Question 28: Highlight the parts (if any) of this contract related to "Affiliate License-Licensor" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? | |
| Question 29: Highlight the parts (if any) of this contract related to "Affiliate License-Licensee" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor? | |
| Question 30: Highlight the parts (if any) of this contract related to "Unlimited/All-You-Can-Eat-License" that should be reviewed by a lawyer. Details: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license? | |
| Question 31: Highlight the parts (if any) of this contract related to "Irrevocable Or Perpetual License" that should be reviewed by a lawyer. Details: Does the contract contain a license grant that is irrevocable or perpetual? | |
| Question 32: Highlight the parts (if any) of this contract related to "Source Code Escrow" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy, insolvency, etc.)? | |
| Question 33: Highlight the parts (if any) of this contract related to "Post-Termination Services" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments? | |
| Question 34: Highlight the parts (if any) of this contract related to "Audit Rights" that should be reviewed by a lawyer. Details: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract? | |
| Question 35: Highlight the parts (if any) of this contract related to "Uncapped Liability" that should be reviewed by a lawyer. Details: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation. | |
| Question 36: Highlight the parts (if any) of this contract related to "Cap On Liability" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery. | |
| Question 37: Highlight the parts (if any) of this contract related to "Liquidated Damages" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)? | |
| Question 38: Highlight the parts (if any) of this contract related to "Warranty Duration" that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract? | |
| Question 39: Highlight the parts (if any) of this contract related to "Insurance" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty? | |
| Question 40: Highlight the parts (if any) of this contract related to "Covenant Not To Sue" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract? | |
| Question 41: Highlight the parts (if any) of this contract related to "Third Party Beneficiary" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party? |