Legal Contract Review Checklist for SMEs
Create a structured checklist for reviewing commercial contracts, identifying risks, abusive clauses, and negotiation points.
Provide SMEs without an in-house legal department with a practical roadmap for reviewing contracts before signing, reducing legal risks.
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Prompt objective
Provide SMEs without an in-house legal department with a practical roadmap for reviewing contracts before signing, reducing legal risks.
Real use case
LogiExpress, a mid-sized carrier in Goiânia with 85 employees, received a 32-page contract from a major retailer for last-mile delivery services and needs to identify risks before signing, without an in-house lawyer.
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Prompt
Create a comprehensive contract review checklist for [COMPANY NAME], an SME in the [INDUSTRY] sector with [NUMBER] employees, reviewing a [CONTRACT TYPE] contract with [COUNTERPARTY].\\\\\\\\n\\\\\\\\n**Contract Value:** R$ [AMOUNT] | **Term:** [DURATION]\\\\\\\\n\\\\\\\\n**Organize the checklist into the following categories:**\\\\\\\\n\\\\\\\\n1) **Party Identification** (5 items):\\\\\\\\n - Active registration with the relevant authority?\\\\\\\\n - Legal representative with authority to sign?\\\\\\\\n - Background checks on counterparty\\\\\\\\n\\\\\\\\n2) **Purpose and Scope** (8 items):\\\\\\\\n - Clear and complete description of subject matter?\\\\\\\\n - Express exclusions?\\\\\\\\n - Objective acceptance criteria?\\\\\\\\n\\\\\\\\n3) **Financial Terms** (10 items):\\\\\\\\n - Defined adjustment index?\\\\\\\\n - Proportionate or abusive penalties?\\\\\\\\n - Are required guarantees reasonable?\\\\\\\\n - Payment terms compatible with cash flow?\\\\\\\\n\\\\\\\\n4) **Obligations and Liability** (8 items):\\\\\\\\n - Balanced obligations between parties?\\\\\\\\n - Limitation of liability present?\\\\\\\\n - Required insurance coverage?\\\\\\\\n\\\\\\\\n5) **Risk Clauses** (12 items):\\\\\\\\n - Exclusivity clause?\\\\\\\\n - Disproportionate non-compete?\\\\\\\\n - Automatic renewal?\\\\\\\\n - Unfavorable jurisdiction?\\\\\\\\n - Mandatory arbitration (high cost)?\\\\\\\\n - Free assignment to third parties?\\\\\\\\n\\\\\\\\n6) **Legal Compliance** (8 items):\\\\\\\\n - LGPD: data processing addressed?\\\\\\\\n - Consumer Protection Code: abusive clauses (Art. 51)?\\\\\\\\n - Labor Law: employment relationship risk?\\\\\\\\n\\\\\\\\n7) **Termination and Closure** (6 items):\\\\\\\\n - Reasonable notice period?\\\\\\\\n - Proportionate termination penalty?\\\\\\\\n - Disposition of data and materials?\\\\\\\\n\\\\\\\\nFor each item, classify: [GREEN] Acceptable | [YELLOW] Negotiate | [RED] High Risk.\\\\\\\\n\\\\\\\\nInclude a final section on \\\\\\\\
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