Contract Review Before You Sign: What a Lawyer Actually Checks

Contract review is the single most requested service in our practice, and the cheapest legal work a business ever buys. A review costs a fraction of the dispute it prevents.

How the process works. Send the draft ahead of the consultation, together with the commercial context — what you are paying or being paid, what the deadlines are, and what matters most to you. We return a marked-up version with tracked changes, plus a short note in plain language explaining the commercial and legal risks and which points are worth negotiating.

What we check first: the parties. A contract signed with a business name that is not an incorporated entity, or with a person who has no authority to bind the company, is a problem before you reach the substance.

Scope and deliverables. What exactly is being supplied, to what standard, in what format, and who decides whether it has been accepted. Vague scope is the most common source of dispute.

Payment mechanics. Amount, currency, invoicing trigger, due period, interest on late payment, withholding tax and VAT treatment, and who bears bank charges.

Term and termination. Duration, renewal, notice periods, termination for convenience, termination for breach, and what survives — confidentiality, payment for work done, and return of materials.

Liability and indemnities. Whether exposure is capped, how the cap is calculated, what losses are excluded, and what is carved out of the cap. An uncapped indemnity in a small contract is a genuine balance-sheet risk.

Confidentiality and data. What is protected, for how long, and how personal data is handled under the Nigeria Data Protection Act where the contract involves customer information.

Intellectual property. Who owns pre-existing material, who owns what is created, and what licence the other side receives. Software, design and marketing contracts fail most often on this clause.

Dispute resolution. Governing law, forum, and the escalation path — negotiation, then mediation or arbitration with a named seat and rules. Getting this wrong turns a small dispute into an expensive jurisdictional argument.

One rule worth adopting: never sign under time pressure created by the other side. A contract you were rushed into signing is almost always drafted for them.