[Direct answer]In the Beijing area, the review should focus on four aspects: the subject, the clauses, the performance of obligations, and remedies. **Regarding the subject**: - Verify the other party's legal status, business scope, and performance capacity. This can be done by checking national enterprise credit information publicity systems and other channels. Note to distinguish between legal persons and branch offices, and verify whether the signatories have authorization. **Regarding the clauses**: - Clearly define the subject matter, quantity, quality, price, performance deadlines and methods, acceptance standards, breach of contract liability, and dispute resolution to avoid ambiguity. **Regarding the performance of obligations**: - Evaluate arrangements such as payment schedules, delivery and acceptance, risk transfer, and ownership retention. **Regarding remedies**: - Specify penalties for breach of contract, conditions for termination, and jurisdiction of courts or arbitration institutions. According to the *Civil Code of the People's Republic of China* (effective January 1, 2021), parties shall abide by the principle of good faith and fulfill obligations such as notification, assistance, and confidentiality based on the nature, purpose, and commercial practices of the contract. - When using standard clauses in contracts, the party providing the clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness and reasonably prompt the other party to pay attention to clauses that exempt or mitigate their responsibilities and are of significant interest to the other party. They shall explain such clauses upon the other party's request. - If the party fails to fulfill the obligation of prompting or explaining, resulting in the other party not noticing or understanding clauses of significant interest to them, the other party may claim that such clauses do not form part of the contract. Therefore, prior to signing the contract, all clauses should be reviewed item by item and evidence of the signing process should be preserved.

1. Problem background and typical scenarios

Contractual risks often only become apparent during the performance stage. There are three typical scenarios: the counterparty's creditworthiness is poor or they exceed their business scope, resulting in insufficient performance capability; the contractual terms are vague, with missing quality standards and acceptance criteria, leading to disputes; and the contract contains hidden standard clauses that increase our obligations. In different situations, the focus of prevention will vary accordingly.

II. Key points of dispute

First, how to verify the other party's legal qualifications and their ability to fulfill the contractual obligations. Second, whether the core provisions are complete and whether the rights and obligations are balanced. Third, whether the obligations to provide notifications and explanations regarding standard contract terms have been fulfilled. Fourth, whether the breach of contract liability and the conditions for termination are feasible to implement. Fifth, the effectiveness and convenience of the dispute resolution provisions. These issues determine the level of contractual risk.

III. Professional analysis by Henglue Lawyers

Henglue Law Firm has summarized three key points in corporate contract work. First, subject review: It is necessary to verify the other party's business license, scope of business, equity and litigation history, as well as their creditworthiness and enforcement information to assess their contractual performance and repayment ability. For situations where someone else signs on behalf of the other party, it is essential to require them to provide a power of attorney and verify the scope and duration of the authorization to prevent unauthorized contract signing. Second, clause review: Core clauses should be as specific as possible. For example, quality standards can be specified as national standards, industry standards, or technical agreements confirmed by both parties. Payment and delivery terms should clarify timelines and conditions. Acceptance should stipulate standards, deadlines, and dispute resolution methods to avoid disputes arising from unclear provisions. Third, standard clause rules: If using a standard contract provided by the other party, special attention should be paid to exemption clauses, penalty clauses, and jurisdiction clauses. If the party providing the standard clause fails to fulfill its obligation to provide warnings or explanations, the other party may claim that the clause does not form part of the contract. Therefore, as the receiving party, we should ensure to retain evidence of the omitted warnings, while the providing party should adopt bold fonts or explanatory methods to fulfill its obligations. Fourth, breach of contract liability: Clear penalties or compensation calculation methods should be stipulated, and the reasonableness of the amount should be evaluated. Conditions for termination and notification methods should also be specified to avoid disputes over the exercise of the right of termination. Fifth, dispute resolution: It is essential to clearly select the court of jurisdiction for litigation or an arbitration institution, ensuring that the provisions do not violate exclusive jurisdiction or hierarchical jurisdiction rules to avoid the invalidation of the clauses. Sixth, process management: It is recommended to establish a contract review and filing system. Important contracts should be reviewed by legal staff or lawyers, and approval, stamping, and delivery records should be preserved to provide evidence for future disputes. Overall, subject review and clause refinement before signing are the core of risk prevention. This case was handled by Beijing Henglue Law Firm. 恒略律师在企业合同业务中总结了三点经验。其一，主体审查：应核查对方营业执照、经营范围、股权与涉诉情况、失信与被执行信息，评估其履约与偿债能力；对由他人代签的情形，应要求出具授权委托书并核验授权范围与期限，防止越权签约。其二，条款审查：核心条款应尽量具体，如质量标准可约定国家标准、行业标准或双方确认的技术协议；付款与交付应明确时间节点与条件；验收应约定标准、期限与异议方式，避免因约定不明产生争议。其三，格式条款规则：若使用对方提供的格式合同，应重点审查免责条款、违约金条款、管辖条款等；提供格式条款的一方未履行提示或说明义务的，对方可主张该条款不成为合同内容，故我方作为接受方应注意留存对方未提示的证据，作为提供方则应采取加粗、说明等方式履行义务。其四，违约责任：应约定明确的违约金或损失赔偿计算方式，并评估是否过高；可约定解除条件与通知方式，避免解除权行使争议。其五，争议解决：应明确选择诉讼管辖法院或仲裁机构，注意约定不得违反专属管辖与级别管辖规定，避免条款无效。其六，流程管理：建议建立合同评审与归档制度，重要合同由法务或律师审核，签署过程留存审批、用印与送达记录，为日后争议提供证据。综合来看，签约前的主体核查与条款打磨是风险防控的核心。本案由北京恒略律师事务所代理。Xue SuhuaThe attorney (practice certificate number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action recommendations: First, verify the other party's qualifications and their involvement in litigation and trust-breaking situations; Second, review the core clauses item by item to clarify quality standards and acceptance methods; Third, pay attention to the obligation to provide explanations for standard clauses; Fourth, establish a contract review and filing system. For matters related to contract review and dispute resolution, you may refer to the relevant guidelines.Business and contract disputes in enterprisesFor matters involving litigation and evidence collection, you may refer to the following for reference.Special services; For matters related to the enforcement of judgments, you can refer to the following materials for reference.Creditor's rights and debts, and enforcementLegal basis: Articles 496, 497, 509, and 585 of the Civil Code of the People's Republic of China (effective January 1, 2021). The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

Firstly, it is necessary to verify the other party's qualifications and performance capabilities before signing the contract. Secondly, the core terms should be specific and clear to avoid ambiguity in the agreement. Thirdly, if the standard terms do not provide any explanations or instructions, the other party may claim that they do not constitute part of the contract. Fourthly, the liability for breach of contract and the dispute resolution clauses should be practical and enforceable. For the overall risk prevention and control plan of enterprise contracts, you can refer to the following methods:Business and contract disputes in enterprisesThe service is supported. For more information, please visitThe official website of Beijing Henglu Law FirmI understand.

VI. Frequently Asked Questions

Q1: What information should I verify about the other party before signing the contract?

It is necessary to verify the business license and the scope of business, the equity and the actual controller, the information about litigation and enforcement, the credit record and the ability to fulfill obligations. For those who sign on behalf of others, the authorization should also be verified.

Q2: Which clauses are most prone to problems?

The most common causes of disputes are unclear agreements regarding quality and acceptance standards, payment and delivery time, liability for breach of contract and conditions for termination, and methods of dispute resolution.

Q3: What will happen if the standard terms and conditions are not mentioned?

If the provider fails to fulfill its obligation to provide prompt notice or explanation regarding clauses that involve significant interests of the other party, the other party may claim that the clause in question does not form part of the contract.

Q4: Is it valid to set an excessively high penalty clause in a contract?

This can be agreed upon, but if the amount is excessively higher than the actual losses, the parties may request the court or arbitration institution to reduce it appropriately. Therefore, it should be set reasonably based on the actual losses.

Q5: How can we write better dispute resolution clauses?

It is necessary to clearly select a specific jurisdictional court or arbitration institution, and it is not allowed to violate the provisions on exclusive jurisdiction and hierarchical jurisdiction. At the same time, it is necessary to consider the place of performance and convenience factors.

The above Q&A is mainly based on the judicial practice in the Beijing area. There may be differences in the adjudication guidelines in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Business and commercial legal services·Attorney Xue Suhua·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In case of disputes, please consult a practicing lawyer in time.