Reviewing a Contract Before Signing: 10 Points to Check Before You Commit

Reviewing a contract before signing means making sure of two things: that the contract genuinely reflects what you agreed, and that it does not impose obligations or risks you have overlooked. The quickest way to do this is to follow a fixed checklist that takes you through the parties, obligations, timelines, amounts, termination and dispute resolution.

Why is a quick read of the contract not enough?

Contracts are usually drafted by the stronger party, or by the party providing the template, so the clauses tend to favour that party. The problem is that a clause that looks routine today may be at the heart of a dispute tomorrow. The practical rule: do not sign anything you do not understand, and do not rely on verbal promises that have not been written into the contract.

What ten points should you check before signing?

1. Accuracy of the parties' details: full name, commercial registration (CR) or ID number, and address. If the other party is a company, check that the signatory has authority to sign on its behalf.
2. A precise description of the subject matter: what service, goods or work is required? A general description such as "providing marketing services" invites disputes about scope.
3. Each party's obligations: are your obligations specific and achievable? Are the other party's obligations written just as clearly?
4. Timelines and deadlines: start and end dates, delivery dates, and whether the contract renews automatically.
5. Price and payment terms: the amount, whether it includes tax, the instalments and their due dates, and the consequences of late payment.
6. Penalty and compensation clauses: are they balanced? Do they apply to both parties or only one?
7. Limitation of liability: is there a cap on liability? Are indirect losses excluded?
8. Termination: when each party may terminate the contract, the notice period, and what is payable on termination.
9. Confidentiality and intellectual property: who owns the outputs, designs and data produced under the contract?
10. Governing law and dispute resolution: do the Saudi courts have jurisdiction, or is it arbitration, and where is it seated?

Which clauses deserve special attention?

• Automatic renewal: you may find yourself bound for another year because you did not send notice in time.
• Unilateral amendment: a clause giving the other party the right to change prices or terms without your consent.
• Assignment: may the other party transfer the contract to someone else without your permission?
• Broad definitions: a loosely defined term such as "Services" or "Confidential Information" can widen your obligations without you noticing.
• Schedules and annexes: the important details are often in an annex that was never actually attached.

How should you organise the review itself?

An effective review is not a single read from start to finish; it is done in stages:

1. Read the whole contract once to understand the overall picture, without commenting.
2. On a separate sheet, write down what you expect from the deal: what you will provide, what you will receive, when, and for how much.
3. Compare each expectation with the written text, and mark every clause that is missing or different.
4. Read the definitions carefully; a term defined at the start of the contract can change the meaning of an entire clause later on.
5. Assume the worst case: if the other party defaults, or you do, what does the contract say?

This approach uncovers gaps that an ordinary read misses, and makes your comments specific when you negotiate.

What should you do if you find an unacceptable clause?

Raising a comment does not mean rejecting the contract. Ask for the change in writing, propose balanced alternative wording, and keep the correspondence. If the other party refuses any material change, weigh the value of the deal against the level of risk. Before signing, make sure the final version is the same one you negotiated, and that every page and annex is signed or initialled.

Does the contract need to be notarised after signing?

Not every contract needs formal notarisation to be binding. However, some contracts must be registered on specialised platforms, such as leases on the Ejar platform, and the Ministry of Justice allows a number of contracts and declarations to be notarised electronically or through licensed notaries, which strengthens their evidential weight. Learn about our company contract notarisation service.

Frequently Asked Questions

Q: Are electronic signatures valid in Saudi Arabia? A: Yes. Electronic transactions and signatures are legally recognised where they meet the specified requirements. It is advisable to use reliable signing methods that preserve evidence.

Q: Can I withdraw after signing if I did not read the contract? A: As a general rule, a signature is evidence of acceptance of the contract's terms, and not having read it is usually not an excuse. That is why the review should happen before signing, not after.

How can we help?

FATIMA AL ASMARI Law & Intellectual Property Company in Jeddah offers a contract drafting and review service for individuals and companies across all regions of Saudi Arabia, with a clear report of comments and proposed amendments. Contact us on +966 56 685 9556 or book a consultation.

Legal sources

This article is for general awareness and is not legal advice.