Before any signature is applied, a final, rigorous review can uncover hidden risks and prevent future disputes. This checklist provides a set of critical questions for business leaders to discuss with their legal counsel, ensuring that the agreement is as airtight as possible. Think of this as the final quality control check before a product goes to market.

• Are all key terms clearly defined?

• Does your agreement clearly define its most critical concepts, leaving no room for subjective interpretation? 

• What are the exact triggers for key rights and obligations?

• What specific events, dates, or actions trigger important clauses in your contract, such as payment, termination, or performance deadlines?

• Are there any conflicting provisions or documents? 

• Have you read the entire document and all attachments to ensure there are no internal contradictions?

  If other documents are mentioned, are they properly incorporated? 

• If your agreement relies on an exhibit, schedule, or other document, is it properly named, referenced, and attached?

• How is performance measured and what discretion is allowed?

• For agreements involving performance-based outcomes, clarity is paramount.

• Are the metrics for success objective and measurable?

• Does the agreement specify the level of discretion the board or management has in determining whether milestones have been met?

Vague terms like 'best efforts' or subjective milestones create ambiguity which can be problematic as it relates to performance metrics and board discretion. Without it, you grant the other party the unilateral power to determine if you’ve met your obligations, leaving you exposed.

Asking these questions forces a level of scrutiny that uncovers ambiguity before it can become a liability.