Surrogacy Contract Red Flags Intended Parents Should Review

Responsibility and service gaps

Begin with the parties and definitions. Each entity that receives money or promises a material service should have a clear role. Watch for a contracting company that describes services delivered entirely by unnamed affiliates, or clauses saying the agency merely introduces providers while the commercial presentation suggests a coordinated end-to-end obligation.

Check hierarchy and incorporation. The agreement should make clear whether a schedule, program rules, website terms, clinic policy or later instruction forms part of the bargain, and what controls if documents conflict. A power to change material terms unilaterally, without notice or a meaningful choice, deserves advice in the context of applicable law and the parties’ status.

• undefined provider, surrogate, donor, clinic or payment-agent roles;
• services described as included but absent from the operative scope;
• broad disclaimers that appear inconsistent with specific promises;
• important obligations dependent on a third party with no contingency plan;
• annexes or policies referenced but not supplied before signature.

Payment, refund and unused-fund risks

Every amount should be connected to a recipient, purpose and objectively identifiable trigger. Terms such as administrative fee, coordination cost, reserve, contingency or non-refundable amount need definition. Confirm whether funds are held for future expenses, paid immediately as earned fees or transferred to third parties, and what accounting evidence will be provided.

Refund clauses should address more than total cancellation. Ask what happens after a failed or cancelled stage, participant withdrawal, medical change, provider replacement, delayed performance or unused reserve. A clause that gives one party absolute discretion to decide whether a service was performed or an amount is refundable is not necessarily unenforceable, but it creates a material reliance and dispute risk requiring specific advice.

Consent, records and decision-authority problems

Contract language should not blur legal consent, clinical consent and personal decision-making. Identify which participant consents to each treatment or data use, who may change an instruction, how a new consent version is documented and what happens if the participants disagree. A commercial agreement cannot safely be read as a substitute for all clinic consent processes or professional duties.

Medical and genetic information requires particular care. The agreement should avoid promising intended parents unrestricted access to another participant’s records without a valid legal basis or authority. It should describe what information is necessary, who holds it, the permitted purpose, how it is shared and retained, and the limits imposed by patient rights, confidentiality and data-protection law.

Birth, exit and dispute clauses

The agreement should allocate practical preparation for birth registration, supporting medical evidence, certified copies, corrections, translation, apostille or legalization, embassy submissions and travel-document applications. It should also state what is excluded. Language promising a birth certificate, passport or departure by a fixed date should be treated cautiously because competent authorities make those decisions under current law and evidence requirements.

Dispute provisions deserve review before conflict exists. Identify the governing law, notice method, language, negotiation period, court or arbitration forum, interim or urgent options, cost allocation and evidence obligations. A foreign forum or compressed notice deadline may materially affect practical access to a remedy. Do not rely on a dispute clause in isolation; related agreements may select different laws or forums.

Official sources and legal limits

These official sources provide the starting point for the planning and contract issues discussed above. Before a client acts, the current Georgian text should be read together with the complete agreements, provider records and any relevant foreign-law advice.