A contract checklist is a structured tool that enables a company to systematically assess all legally relevant components of an international contract. Without structure, points are missed. In our practice, we work with a fixed checklist that we periodically review based on new regulations. The checklist below forms the basis for every export or import contract review.
What is the legal issue?
International contracts touch upon many areas of law simultaneously: contract law, IP, privacy, sanctions, tax law, and sectoral law. Without a checklist, points are missed. Risks differ in every new market or transaction. Standard templates without verification are a common cause of lawsuits. A structured checklist saves time, costs, and risk, and ensures consistency within your company.
What does the law say?
Different legal frameworks apply to various elements: Rome I (Regulation 593/2008) for choice of law, Brussels I-bis (1215/2012) for forum, CISG for sales, GDPR (2016/679) for data, CSDDD (2024/1760) for chains, and sanctions regulations for trade restrictions. Sector law adds additional requirements. A good checklist refers to the correct set of rules for each topic.
For some sectors (defense, dual-use under Regulation 2021/821, pharma), additional permits apply.
What risks do companies face?
Forgotten clauses lead to a weak legal position. Unintended liability grows due to the accumulation of standard texts without assessment. Non-compliance with regulations (sanctions, GDPR, ESG) results in fines. Inconsistent contracting within the company makes portfolio management impossible. During audits or disputes, precisely overlooked points prove decisive.
Practical example from our practice
We conducted an audit of 240 contracts for a Dutch multinational without structured control. Results: dozens of contracts without a DPA under Article 28 GDPR, no sanctions clause, missing choice of forum, automatic renewals under unfavorable conditions. Remediation took nine months and 380,000 euros in legal costs. Upon implementation of the Musch Legal contract checklist with automated checks, the following contracts were centrally reviewed. Estimated risk reduction: 1.4 million euros per year.
What can you do?
Implement a standard contract checklist including: parties and jurisdiction, scope and specifications, price and payment terms, delivery and Incoterms 2020, warranty and liability, IP and data (GDPR), confidentiality, term and termination, force majeure (Article 6:75 BW) and hardship, choice of law (Rome I) and choice of forum (Brussels I-bis), sanctions and compliance, language selection and signatures. Align by contract type. See also our article on Contract Management for internationally operating companies.