# Contract Review Checklist

> **Educational tool—not legal advice.** This checklist supports issue spotting
> and operational review. It does not determine whether a clause is legal,
> enforceable, sufficient, or appropriate. Substantial financial exposure,
> indemnification, insurance, employment, student privacy, regulatory compliance,
> data security, or unusual liability requires qualified professional review.

## Intake and authority

- [ ] Correct legal names and authority of all parties are confirmed.
- [ ] Internal decision owner, signer, budget authority, and required governing approval are identified.
- [ ] All exhibits, proposals, policies, data terms, and incorporated documents are attached.
- [ ] The document hierarchy and order of precedence are clear.

## Business and service terms

- [ ] Definitions match operational usage.
- [ ] Scope states included and excluded services.
- [ ] Deliverables, service levels, timelines, dependencies, and acceptance are measurable.
- [ ] Volume assumptions, staffing assumptions, locations, calendars, and priority rules are stated.
- [ ] District responsibilities for records, space, access, scheduling, and coordination are stated.
- [ ] Change control addresses added districts, volume, staffing, law, funding, and scope.

## Financial terms

- [ ] Fees and cost-allocation method are clear.
- [ ] Reimbursable expenses and supporting documentation are defined.
- [ ] Invoicing content, frequency, dispute process, and payment timing are clear.
- [ ] Late-payment consequences are lawful, approved, and operationally understood.
- [ ] Taxes, grants, funding restrictions, audit exposure, and noncancelable commitments are considered.
- [ ] Maximum plausible exposure and cash-timing implications have been modeled.

## Term and exit

- [ ] Start, end, renewal, and nonrenewal notice dates are clear and calendared.
- [ ] Amendment requires authorized written agreement.
- [ ] Termination for cause, breach definition, and cure period are workable.
- [ ] Termination for convenience and notice period address payroll, vendors, transition, records, and accrued payment.
- [ ] Survival duties after termination are identified.

## Risk transfer and legal terms

- [ ] Insurance types, limits, certificates, additional-insured requirements, and notice obligations are reviewed by the insurance professional.
- [ ] Indemnification is reviewed by qualified counsel and compared with insurance coverage.
- [ ] Limitation of liability, exclusions, caps, and exceptions are reviewed by qualified counsel.
- [ ] Confidentiality obligations, exceptions, and duration are workable.
- [ ] Dispute escalation, mediation, arbitration, litigation, governing law, and venue are reviewed.
- [ ] Force majeure duties, mitigation, notice, payment, and exit are clear.
- [ ] Notice methods, addresses, and receipt rules are workable.
- [ ] Entire-agreement and waiver language does not omit relied-upon promises.

## Student records, privacy, and security

- [ ] The parties’ roles under FERPA, IDEA, state law, and district policy are accurately described.
- [ ] Permitted use, minimum necessary access, disclosure, and redisclosure are limited.
- [ ] Administrative, technical, and physical safeguards match actual capability.
- [ ] Incident definition, notice timing, cooperation, cost, and remediation are clear.
- [ ] Data location, access, return, deletion, retention, and legal holds are addressed.
- [ ] Subcontractor approval, flow-down duties, and responsibility are addressed.
- [ ] Audit, assessment, and evidence requirements are proportionate and feasible.

## Compliance, records, and intellectual property

- [ ] Compliance obligations are specific enough to administer.
- [ ] Credentials, background checks, employment, accessibility, and professional standards are allocated.
- [ ] Records retention, access, public-records implications, and audit rights are reviewed.
- [ ] Ownership and permitted use of preexisting tools, new materials, reports, and data are clear.
- [ ] No provision treats student records as ordinary commercial intellectual property.

## Review routing

| Issue | Business owner | Finance | Insurance | Privacy / security | HR | Governance | Counsel | Resolution |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |

## Final readiness

- [ ] The final version matches negotiated terms and contains every exhibit.
- [ ] Operational owners understand their obligations.
- [ ] Deadlines and renewal notices are calendared with backups.
- [ ] The signed version is stored in the approved record system.
- [ ] Implementation, invoice, reporting, privacy, and review cadences are assigned.