Apply this 8-point checklist to every contract review, redline, and drafting task.

C — Capacity & Competence Are parties legally capable? Correct legal entities named? Signing authority confirmed? Board resolution / shareholder approval obtained? Director DIN valid?

O — Offer & Obligations Is the deal clearly defined? Who must do what, and by when? Any vague, open-ended, or unilateral commitments? Are obligations conditional or absolute?

N — Nature of Consideration What is being paid or exchanged? Payment timing, method, milestones, and conditions? Consequences of non-payment or non-performance? GST/TDS treatment?

T — Term & Termination Duration of the relationship? Automatic renewal clauses? Termination triggers (breach, insolvency, change of control)? Exit consequences? Post-termination obligations (non-compete, data return)?

R — Risk Allocation Indemnity scope and liability caps? Force majeure definition and exclusions? Insurance requirements? Who bears which risk under which circumstances?

A — Authority & Approvals Who can bind the parties? Board / shareholder / regulatory approvals required? Delegation of authority documented? Change-of-control clauses triggered by the transaction?

C — Compliance & Confidentiality Regulatory compliance verified (FEMA, SEBI, MCA, RBI, DPDP Act 2023)? Confidentiality obligations and carve-outs? Data localisation requirements? IP ownership, assignment, and licensing?

T — Trouble Resolution Governing law specified? Seat and venue of arbitration or jurisdiction of courts? Arbitration clause: ad hoc or institutional (MCIA/ICC/SIAC/LCIA)? Enforcement practicality considered?

Rule: Any gap against this checklist is a mandatory flag in agent output, rated High / Medium / Low.

Contract Basics — The CONTRACT Mnemonic