Before You Sign

Ten things every business owner should check before signing any contract. Print this checklist and keep it on your desk.

1. Do you understand every defined term?

Contracts often define terms in ways that differ from everyday language. Look for a "Definitions" section and make sure you understand what "Services," "Deliverables," "Confidential Information," and other capitalized terms actually mean.

2. Is indemnification mutual or one-sided?

If only you are indemnifying the other party — and they are not indemnifying you — you are taking on all the risk. Push for mutual indemnification.

3. Is there a non-compete?

If so, know that non-competes are largely unenforceable in Oklahoma under 15 O.S. § 219A. But don't ignore them — you may still need to litigate to get out of one.

4. Are you agreeing to arbitration?

Arbitration means giving up your right to a jury trial and usually your right to appeal. Make sure you're doing so intentionally, not accidentally.

5. What state's law governs? Where do you litigate?

If the contract says "governed by Delaware law, disputes in Delaware courts," you'll need to hire out-of-state counsel. Negotiate for Oklahoma law and Oklahoma courts.

6. What are the termination provisions?

How do you get out of this contract? Look for termination for cause, termination for convenience, and the required notice period. If there's no exit, that's a problem.

7. Are there auto-renewal provisions?

Many contracts automatically renew unless you cancel during a narrow window (often 30–60 days before the renewal date). Calendar the opt-out deadline.

8. Is there a limitation of liability or damages cap?

If the other party's maximum liability to you is limited to "the total amount paid under this contract," your recovery for a major breach may be minimal.

9. Were any verbal promises left out of the written

If someone promised you something in a meeting or email but it's not in the contract, it likely isn't enforceable. Get it in writing before you sign.

10. Have you had an attorney review it?

This is the most important item on the list. An attorney can spot issues you won't. The cost of a contract review is almost always less than the cost of a contract dispute.

Need a Contract Reviewed?

Addison Law Firm provides contract review and general counsel services for Oklahoma businesses. We can review your contract and identify risks before you sign.

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