Reviewing a business contract: which risks should you raise with a lawyer?

1. Give the lawyer the commercial reality

Briefly explain what you want to achieve through the agreement. Who supplies what, what is the payment for, and why is this counterparty important? Describe what could go wrong if performance fails. That information allows clauses to be read for their practical consequences rather than merely their tidy wording.

KVK describes an agreement as arrangements creating rights and obligations. Written records help establish what was agreed, but a signature is not the only way every agreement can become binding. Do not send just the latest draft. Include earlier quotations, promises and confirmations, and ask whether obligations may already have arisen.

2. Check parties, roles and complete papers

Compare the named contracting party with the entity actually supplying and invoicing. Is a holding company, another operating company or an intermediary involved? Explain the intended roles. Ondernemersplein identifies signing authority as a point to check when entering business contracts. Resolve uncertainties before signing, particularly when someone other than a registered director acts for the party.

Assemble the complete main document, schedules, specifications and terms. Check references to documents you have not received. Ask which wording prevails if the documents conflict. A price schedule might assume different work from the technical description. That difference can become an expensive performance dispute even when each individual sentence seems clear.

3. Make performance and acceptance measurable

Ask precisely what must be supplied and when performance counts as sufficient. Avoid relying only on broad descriptions such as complete support if the parties may understand them differently. Discuss whether milestones, reporting and acceptance match actual practice. For services, clarify the effort or outcome actually promised rather than leaving the choice to a general sales phrase.

Work through a concrete delivery example. What happens if one component is late, the customer supplies information too late or requests additional work during the project? Ask how changes are agreed and costed. A useful review considers not just the ideal course but who must act when timing and performance depart from the original expectations.

4. Assess price and payment exposure together

Alongside the price, list advances, instalments, automatic increases and amounts outside the quotation. Ask whether particular items still depend on the work’s scope. Tell the lawyer which payments you would owe even with disappointing income. This helps prioritise the financial provisions needing most attention.

Ondernemersplein distinguishes business sales from consumer sales. Do not assume without assessment that a business buyer has the same statutory cooling-off period as a consumer. If you need a right to end the agreement subject to conditions, arrange this before accepting. Expecting to be able to change your mind later is not a sound basis for a large business commitment.

5. Have liability, penalties and security explained

Record the damage you could suffer and the compensation the wording limits. Ask how penalties, damages claims and insurance cover fit together. Send a requested personal guarantee or surety separately; do not treat it as an administrative appendix. The company’s interests can differ from those of the individual making a personal undertaking.

Have exceptions explained using a realistic incident. For example, what happens if your customer claims damages because this supplier made an error? Ask what information the adviser needs to assess the chosen allocation. A low fee for the work does not automatically limit the wider risks.

6. Prepare duration, termination and data transfer

Read renewal, notice and post-termination duties as well as the start date. What work must still be completed, and how do you recover documents or data? A contract can become commercially unusable if formal exit is possible but an essential system or customer file cannot practically be taken with you.

Explain what you need to continue without this counterparty. Ask whether intellectual property rights, confidentiality and handover arrangements support that. International involvement also brings governing law and dispute resolution into the review. This page chooses no standard court or governing law for your case; first establish the actual parties and interests.

7. Fictional example: cheap but long IT contract

A business receives an attractive monthly price for IT management. The contract lasts several years and refers to a missing data-migration schedule. The supplier wants acceptance the same day. This fictional example assesses neither the validity of a particular agreement nor a particular price.

Focused preparation means requesting the missing schedule, calculating the total financial commitment and describing the handover needed when switching. The lawyer can then assess duration, exit, liability and dependence together. Comparing only the monthly price with a competing quote misses that connection. Under time pressure, ask which points must at least be clarified before acceptance.

8. Checklist for efficient review

Give a clear deadline and say whether you can still negotiate freely or have already sent acceptance. Ask which risks the initial review covers and what specialist knowledge is needed. Agree a concrete deliverable, such as a discussion of key risks and proposed amendments. Focused instructions help more than simply asking whether the document looks legally sound.

• Complete contract set, schedules, terms and earlier relevant messages.
• Parties, roles, signatories and personal commitments.
• Performance, acceptance, timing and change process.
• Total financial exposure and main damage or dependence risk.
• Duration, exit, handover and negotiating deadline.