Checking a contract before signing: why timing matters

Checking the contract before signing is the only time you can still change the terms. Once you have signed, the risk allocation is fixed, and you can only amend a clause with the counterparty's consent. Before signing, you have room for negotiation; afterwards, you are asking for a favor. For SME entrepreneurs, that is the difference between better terms and having to continue paying for years. Below, we explain why timing is crucial and how to build in a review point without delaying the deal.

The short answer

• Before signing: you have room to negotiate, the deal is not yet finalized.
• After signing: the contract is binding; changes can only be made with consent.
• What you lose: the most expensive parts are in renewal, liability, penalties, and the notice period.
• Turnaround time check: 1-5 working days, schedule this before the deadline.
• Practical tip: ask the other party for the draft version a few days earlier.
• Self-arranged: small, well-known, short-term contracts without penalty or liability.

Why before the signature

A contract is only negotiable as long as no one has signed it. At that moment, the other party wants to finalize the deal just as much as you do, and there is room to adjust terms. That room disappears at the moment of signing.

After signing, your position changes fundamentally: you are no longer asking for a better agreement, but for an amendment to a valid contract. The other party has no reason to cooperate.

What you can no longer change after signing

The clauses where the money is are precisely the clauses that are fixed after signing:

• Liability: no limitation agreed? Then you bear the full risk for the duration.
• Penalty clause: the ceiling you could have installed beforehand will not be installed afterwards.
• Notice period and extension: the term of 12 months is fixed, even if 3 months was customary.
• Price indexation: open indexation continues for the entire term.

In a dispute, the judge assesses what you agreed upon, not what you intended. The text prevails.

The negotiating room you lose

Negotiating only works if you have something to offer. Before signing, you have that:

• You can set changes as a condition for the deal.
• You can trade clauses for each other (shorter notice period for a longer term).
• You can walk away — that makes your position stronger.

After signing, all of this falls away. You have already committed, so you have nothing left to play with. The check, which is worth €700 before the signature, yields virtually nothing afterwards.

Incorporate a checkpoint without delay

The fear is that a check will hold up the deal. In practice, that is not too bad if you schedule it:

1. Request the draft version early: say that you will have the contract reviewed first. That is normal and professional.
2. Allow 1-5 working days: schedule the check within the timeframe of the desired signing date.
3. Share context: provide the lawyer with your deadline and your goal, so that the check is focused.
4. Delivery in track changes: you receive ready-made changes to submit.
5. Negotiate the must-haves: not every comment has to cost the deal.

Urgent service within 24-48 hours is usually possible, at a premium. But planning is cheaper and more thorough.

Practical example

Sanne is about to sign a distribution contract:

• The opposing party wants a signature within a week.
• Sanne requests the draft three days earlier and has it checked (€800, 3 working days).
• Found: exclusivity for three years and an unlimited penalty for insufficient purchase.
• Negotiated before signing: exclusivity reduced to one year, penalty capped.

Had Sanne signed first and then had it reviewed, the exclusivity would have been a given — the other party would have had no reason to renege on a valid contract.

Honest recommendation

Build the check into a standard procedure before you sign, and schedule it instead of rushing through it under time pressure. Request the draft a few days in advance and simply state that you are having it reviewed — that is professional, not mistrust. For a small, short-term contract with a well-known party without penalty or liability risks, you do not need to engage us; feel free to sign. But for anything that binds you for a long time or costs a lot of money, the moment before the signature is the only one that counts.

For further information: the risks of not checking, what a lawyer reviews , and our contracts.

Frequently Asked Questions