Start with the outcome

Describe the result you want in practical terms. What is being supplied? When is it needed? How will you check that it meets the agreed requirements? An unclear technical schedule can create as much difficulty as a complicated legal clause. Bring together the contract, quotations, offers and every document it incorporates. Before comparing positions, make sure everyone is working from the same version.

Four points to examine

Identify the parties and the authority of the people signing. Establish what each party must do, when payment becomes due and how delays or changes will be handled. Under Article 1325 of the Italian Civil Code, the essential requirements concern agreement, cause, subject matter and any form required for validity. Checking those requirements does not, by itself, answer every question about the transaction’s allocation of risk.

Read the difficult scenario too

Imagine an incomplete delivery, an additional charge or an early end to the relationship. Does the contract explain who decides, how notice is given and what follows? Look at renewal provisions, complaint periods, liability limits and dispute clauses. Their effect depends on the relationship and the applicable rules; familiar wording is not a guarantee that a clause is appropriate or effective.

Make acceptance measurable

Illustrative example: a business orders software with a delivery date but no acceptance criteria. Before signing, it may need to define the expected functions, the tests, the treatment of defects and what happens to its data when the relationship ends. A useful question is: if our accounts differ later, what will we be able to demonstrate? This example is invented, not a report of a client matter.

What to prepare

  • Complete contract and schedules in the same version
  • Identity of the parties and signing authority
  • Deliverables, price and acceptance criteria
  • Renewal, exit and dispute provisions

Sources for further reading

Legal review and an update of the references are required before public release.

These guides provide general information. They do not assess a personal case. Examples are invented. The texts are drafts; no authorship or approval is attributed to the professionals.

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