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commercial law · 5 min read

Five clauses to review before signing a contract

ref. zam-2026-005by César Eduardo Castellar Terán · Associate Attorneyjune · 2026

In business, problems almost never arise at signing: they arise months later, when the parties discover they understood different things. A clear contract is not distrust: it is the best protection for the business relationship. These are five clauses worth more than a quick read.

1. The scope: what is included — and what is not

The most important clause is the one describing what is being contracted: scope, deliverables, quality standards and, where applicable, exclusivity and territory. An ambiguous scope is the seed of almost every dispute: what one party considered "included," the other considered "extra."

2. Term, renewal and exit

Does the contract renew automatically? How much notice does termination require? What are the consequences of early termination? Exit clauses are rarely read at signing — and they are the first ones everyone looks for when the relationship sours.

3. Breach and penalty clause

Review what counts as breach, how default is established and how much the penalty clause amounts to. A disproportionate penalty may be unenforceable — and a missing one leaves breach without practical consequence. Balance is the key.

4. Guarantees, liability and indemnity

This is where the risk of the deal is allocated: liability caps, required guarantees and indemnity clauses that shift third-party claims onto one party. They are technical, discreet, and can cost more than the rest of the contract combined.

5. How disputes get resolved

Ordinary courts or arbitration? In which city? Arbitration is usually faster but significantly more expensive; agreeing to it without weighing the contract value can leave a small company without real access to the very justice it signed up for.

Before signing, not after

Renegotiating a clause before signing costs a conversation; disputing it afterwards can cost a lawsuit. Contract review is one of the most profitable legal investments there is.

This article is general information and does not constitute legal advice for any specific case. Every situation is different. This is an English translation of the Spanish original, provided for convenience.

César Eduardo Castellar Terán
César Eduardo Castellar Terán
associate attorney · zam abogados
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