A contract review works through the same fourteen questions every time, in roughly the same order. Most of the value comes from six of them: who is bound, what completion means, how payment works, how it ends, who pays when something goes wrong, and where a dispute gets decided. This is that checklist, with the Utah rules attached.
Last updated: October 2026
Key Takeaways
- Check the signature block first. If it does not name the entity and your title, you may be signing personally.
- The limitation of liability and indemnity clauses usually carry more financial risk than the price does.
- A shortened limitations period is legal on a goods contract, down to one year. Look for it specifically.
- A one way attorney fee clause becomes a two way clause in Utah by statute, no matter which side wrote it.
- An out of state governing law clause can quietly remove every Utah protection listed here.
Before the clauses: three structural checks
1. Are the parties correct? The legal name of your entity, spelled exactly as registered, not the trade name. A contract naming a company that does not exist is a contract with you personally.
2. Does the signature block protect you? It should show the company name, your name, and your title. Signing your name alone is one of the two most common routes to accidental personal liability. The other is a guarantee, which under Section 25-5-4 must be in writing, so if you gave one there is a document proving it.
3. Are all the attachments actually attached? Exhibits, schedules, statements of work, and referenced policies. If the contract incorporates a document you have not read, you have agreed to something you have not read.
The fourteen point review
| # | Clause | What to look for | Risk if wrong |
|---|---|---|---|
| 1 | Parties and signatures | Exact legal names; entity and title in the block. | Personal liability |
| 2 | Scope of work | What is included, and an explicit list of what is not. | Endless obligations |
| 3 | Acceptance and completion | An objective standard for “done”, not satisfaction in someone’s sole discretion. | Non-payment |
| 4 | Price and payment | Amounts, timing, late fees, and what triggers an invoice. | Cash flow |
| 5 | Interest on late payment | A stated rate. Silence defaults to ten percent under Section 15-1-1(2). | Giving up the default |
| 6 | Term and renewal | Auto renewal, notice period to stop it, and the deadline for that notice. | An extra year you did not want |
| 7 | Termination | Whether both sides can exit, on what notice, and for what cause. | Being trapped |
| 8 | Limitation of liability | A cap, and whether it is mutual. | Unlimited exposure |
| 9 | Indemnity | Who defends whom, for what, and whether it is capped. | Exposure beyond contract value |
| 10 | Warranties and disclaimers | What you are promising, and for how long. | Open ended obligations |
| 11 | Confidentiality | Mutual or one sided, duration, and carve outs. | Loss of protection |
| 12 | Governing law and venue | Which state’s law, and where disputes go. | Litigating far away under other rules |
| 13 | Dispute resolution | Court, arbitration, or a required negotiation step first. | Unexpected cost and forum |
| 14 | Attorney fees | Whether fees are recoverable at all. | Winning and still paying |
The six that decide most disputes
Acceptance and completion. Payment fights are almost always definition fights. If the contract says work is complete when the customer is “satisfied,” you have given them a veto over your invoice. Objective criteria, or a deemed acceptance period, fix this.
Termination. Read whether both sides can terminate for convenience, and on what notice. An agreement only the other side can exit is an agreement you will pay to leave.
Limitation of liability. Check three things: whether there is a cap, what the cap is tied to, and whether it applies to both parties. A cap tied to fees paid in the preceding twelve months is common and usually reasonable. No cap at all is not.
Indemnity. The most under read clause in commercial contracts. Ask whether it is mutual, whether it is limited to third party claims, and whether the liability cap applies to it. An uncapped indemnity can exceed the entire value of the deal.
Governing law and venue. If the contract selects another state’s law, every Utah protection in this article may fall away, including the reciprocal fee rule. This is negotiable far more often than people assume.
Attorney fees. Under Section 78B-5-826, a fee provision in a writing is reciprocal in Utah. A clause the other side wrote for themselves is available to you, and one you wrote for yourself is available to them.
The Utah specific traps to search for
An action for breach of a contract for sale must be commenced within four years after the cause of action accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
Shortened limitations period. On a goods contract, the other side can lawfully cut your window from four years to one. Search the document for “one year” and for “limitation.”
Merchant confirmation. Under Section 70A-2-201, between merchants a written confirmation binds the recipient unless they object within ten days. If the deal is being papered by exchanged confirmations rather than one signed contract, that ten day window is a live obligation.
Anything that must be written. Section 25-5-4 voids six categories without a signed writing, including guarantees and agreements that cannot be performed within a year. Section 25-5-3 covers land sales and leases over a year.
Electronic execution. Section 46-4-201 makes electronic signatures effective between parties who agreed to transact electronically. Signing by email is signing.
Arbitration limits. If there is an arbitration clause, Section 78B-11-105 lists what it cannot take away, including your right to be represented by a lawyer at the hearing.
What to do when the other side says the form is not negotiable
It usually is, at least in part. Three approaches that work.
- Ask for a mutual version rather than a better one. “Make the liability cap apply to both of us” is easier to grant than “raise my cap.”
- Trade rather than demand. Faster payment terms in exchange for a capped indemnity is a real trade.
- Narrow instead of delete. If they will not remove an indemnity, limit it to third party claims arising from your negligence. That is a fraction of the exposure and rarely refused.
What does not work is signing with a mental reservation. A clause you did not like but signed is a clause you agreed to.
When to escalate to a lawyer
- The contract is worth more than a month of revenue.
- It contains a personal guarantee.
- Indemnity or liability is uncapped.
- Governing law is another state.
- The term is longer than two years, or renews automatically.
- You do not understand a clause after reading it twice. That is a signal, not a failing.
For the wider treatment see contract lawyers in Utah, and for what happens after a contract breaks down, what to do first in a Utah breach of contract. A worked example of a complete commercial agreement is at ten clauses every commercial contract needs.
Frequently Asked Questions
What should I check first in a contract?
The parties and the signature block. If the entity is misnamed or your title is missing, you may be contracting personally, which undoes the protection the entity exists to provide.
Which contract clause causes the most trouble?
Indemnity, closely followed by limitation of liability. Both can create exposure larger than the value of the contract, and both are frequently skimmed because the language is dense.
Can a contract shorten how long I have to sue in Utah?
On a sale of goods, yes. Section 70A-2-725 permits reducing the four year period to as little as one year, though never extending it. Look for that clause specifically in supplier terms.
Does it matter if the contract picks another state’s law?
It can matter a great deal. A governing law clause selecting another state may displace Utah rules, including the reciprocal attorney fee statute and Utah’s default interest rate.
Is a contract signed by email binding in Utah?
Generally yes. Section 46-4-201 gives electronic records and signatures the same effect as paper, for parties who agreed to transact electronically, which can be inferred from conduct.
Should I sign a mutual NDA or a one way one?
It depends on who is disclosing. If only you are sharing sensitive information, a one way agreement protecting you is appropriate. Mutual agreements are common but impose obligations on you as well.
What if I already signed something unfavorable?
Read the termination and renewal clauses first, because those determine your exit. Then check the notice deadline, which is frequently earlier than people expect and is the most common way businesses get locked into another term.
Have a contract in front of you and a deadline to sign it? A review before signature is one of the cheapest pieces of legal work there is.
Contact Jeremy Eveland or call (801) 613-1472. Offices in West Jordan and Lindon, serving Salt Lake County and Utah County.
This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.