CONTRACT REVIEW CHECKLIST (LEGAL COUNSEL)

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--- PRELIMINARY MATTERS & PARTIES ---
[ ] Contract Title/Type
[ ] Seller's Full Legal Name
[ ] Buyer's Full Legal Name
[ ] Contract Status (Draft, Negotiating, Final) (Draft, Negotiating, Final)
[ ] Contract Execution Date (Expected)
[ ] Brief Summary of Contract Purpose/Subject Matter
[ ] Are all parties legally represented? (Yes, No, Unknown)

--- PROPERTY DESCRIPTION & TITLE ---
[ ] Legal Description Verification
[ ] Parcel Number(s)
[ ] Title Commitment Review
[ ] Easement Verification (Review and Note)
[ ] Restrictive Covenants/HOA Review & Analysis
[ ] Type of Title Insurance (Standard, Extended, Special)
[ ] Potential Boundary Disputes - Research & Notes
[ ] Assessed Value (for Property Tax Implications)

--- PURCHASE PRICE & PAYMENT TERMS ---
[ ] Purchase Price
[ ] Earnest Money Deposit Amount
[ ] Financing Type (if applicable) (Conventional, FHA, VA, Seller Financing, Cash)
[ ] Financing Contingency Deadline
[ ] Loan Amount (if applicable)
[ ] Closing Date
[ ] Specific Payment Instructions (e.g., wire transfer details)

--- CONTINGENCIES ---
[ ] Financing Contingency Deadline
[ ] Description of Inspection Contingency Requirements (e.g., licensed inspector, specific areas to inspect)
[ ] Appraisal Contingency Tolerance (Amount over/under list price)
[ ] Type of Contingency (Select all that apply) (Financing, Inspection, Appraisal, Sale of Buyer's Property, Environmental Assessment, Other (Specify))
[ ] Sale of Buyer's Property Contingency Deadline
[ ] Specific details regarding environmental contingency (if applicable)
[ ] Does the contract include an 'as-is' clause related to contingencies? (Yes, No, Unclear)

--- REPRESENTATIONS & WARRANTIES ---
[ ] Seller’s Title Representation: Review the Seller's representation regarding the title of the property and any encumbrances.
[ ] Property Condition Representation: Assess the representation regarding the condition of the property and any known defects.
[ ] Compliance with Laws Representation: Verify the representation concerning compliance with applicable laws, regulations, and zoning ordinances.
[ ] Number of Known Defects: Document the number of known defects disclosed by the Seller.
[ ] Environmental Hazards Disclosure: Review the disclosure related to potential environmental hazards (e.g., asbestos, lead paint). (Adequate, Inadequate - Requires Further Investigation, Not Present)
[ ] Buyer's Due Diligence Acknowledgement: Note any specific disclaimers related to the Buyer’s due diligence process.
[ ] Supporting Documentation: Upload any relevant supporting documents related to representations and warranties (e.g., inspection reports, disclosures).

--- CLOSING & POSSESSION ---
[ ] Proposed Closing Date
[ ] Specific Possession Details (e.g., date, condition)
[ ] Security Deposit Amount (if applicable)
[ ] Method of Transfer of Funds (Wire Transfer, Certified Check, Other (Specify))
[ ] Description of any Special Closing Instructions
[ ] Date Possession to be Granted
[ ] Is Early Possession Permitted? (Yes, No)
[ ] Notes regarding Property Condition at Closing

--- RISK ALLOCATION & LIABILITY ---
[ ] Indemnification Clauses: Review scope, limitations, and potential impact on client. Document specific concerns.
[ ] Indemnification Cap: Verify the indemnification cap is reasonable and protects client's interests.
[ ] Liability Limitation: Is there a limitation of liability clause?  If so, is it enforceable and reasonable? (Yes, enforceable and reasonable, Yes, but needs modification, No, unenforceable, Not present)
[ ] Review Environmental Liability: Identify and assess potential environmental liabilities associated with the property.
[ ] Potential Liability Areas: Identify specific areas where client could face liability (e.g., personal injury, property damage, breach of contract). (Personal Injury, Property Damage, Breach of Contract, Environmental Contamination, Regulatory Violations, Other - Specify in Long Text)
[ ] Additional Liability Considerations: Note any other specific liability considerations relevant to the transaction or property.

--- DEFAULT & REMEDIES ---
[ ] Describe the defined 'Event of Default' as outlined in the contract.
[ ] Summarize the remedies available to the Seller in the event of Buyer Default.
[ ] Summarize the remedies available to the Buyer in the event of Seller Default.
[ ] What is the 'Cure Period' granted to the defaulting party (in days)?
[ ] Does the contract specify a method for accelerating the loan in case of default? (Yes, No, Unclear)
[ ] Is there a liquidated damages clause related to default? (Yes, No, Unclear)
[ ] Note any limitations on remedies (e.g., specific performance restrictions).
[ ] Date Default Notice Must be Delivered

--- GOVERNING LAW & DISPUTE RESOLUTION ---
[ ] Governing Law Clause Present? (Yes, No, Unclear)
[ ] If Yes, State Governing Law:
[ ] Dispute Resolution Method Specified? (Yes, No, Unclear)
[ ] If Yes, Describe Dispute Resolution Method (e.g., Mediation, Arbitration, Litigation):
[ ] Arbitration Clause? (Yes, No, Unclear)
[ ] If Arbitration, Specify Arbitration Rules (e.g., AAA, JAMS):
[ ] Choice of Forum Clause? (Yes, No, Unclear)
[ ] If Choice of Forum, Specify Forum:

--- MISCELLANEOUS PROVISIONS ---
[ ] Entire Agreement Clause Review
[ ] Assignment Clause Review - Potential Impacts & Restrictions
[ ] Governing Law Selection (State A, State B, Federal Law, Other (Specify in Long Text))
[ ] Notice Requirements - Adequacy & Clarity
[ ] Effective Date Verification
[ ] Severability Clause Assessment
[ ] Comments/Additional Considerations

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