Commercial Contracts We Draft and Review

Commercial Supply and Service Agreements

For businesses that provide or receive goods and services, we draft agreements that define the scope, protect your IP, manage liability, and give you workable exit options. We work with both suppliers and their customers.

Business-to-Business Service Agreements

If you provide services to other businesses — consulting, marketing, technology, professional services — your service agreement is your first line of protection. We draft agreements that clearly define deliverables, limit your liability, address IP ownership, and include payment terms with real teeth.

Distribution and Reseller Agreements

Appointing a distributor or reseller creates ongoing obligations and often involves your brand. We draft agreements that protect your brand, define territory and exclusivity clearly, and give you meaningful rights if the relationship underperforms.

Licensing Agreements

Whether you're licensing software, IP, or a business system, the terms matter. We draft and review licensing agreements for both licensors and licensees — covering scope of use, exclusivity, term, fees, and termination. If you work with IT providers or software vendors, see our IT Providers Checklist for the legal red flags to watch for.

Heads of Agreement and Term Sheets

A heads of agreement (HOA) sets the framework before a formal contract is drafted. Many businesses treat HOAs as non-binding and sign without much thought — but some clauses within an HOA can be legally binding even when the document says otherwise. We review and draft HOAs to ensure you understand exactly what you're committing to.

Joint Venture Agreements

When two or more businesses collaborate on a project or venture, a joint venture agreement defines how decisions are made, how profits are shared, who owns any resulting IP, and how the arrangement ends. Without one, disagreements become expensive.

Contractor Agreements

Independent contractor agreements need to clearly establish the commercial nature of the relationship to avoid the engagement being reclassified as employment. We draft contractor agreements that are commercially sound and appropriately structured.

Contract Review: What We Look For

When you send us a contract to review, we analyse it from your perspective — not as a neutral reader.

We are looking for:

• Clauses that transfer more risk to you than the deal warrants

• Obligations that are broader or more onerous than you intend to take on

• Rights and protections you should have but don't

• Gaps — things the contract doesn't address that could become disputes

• Terms that differ from what was agreed verbally or in correspondence

We provide you with a clear report setting out what we found, what it means in practical terms, and the changes we recommend. If you want us to negotiate those changes with the other party, we can do that too.

Contract Negotiation

Receiving a contract and accepting it as-is is rarely your only option — even when the other party says it's "standard." We regularly negotiate on behalf of our clients to:

• Remove or modify unfair indemnity or liability provisions

• Narrow termination rights

• Clarify scope to prevent scope creep disputes

• Introduce proper IP ownership provisions

• Add step-in rights or practical dispute resolution mechanisms

Most negotiations are conducted by correspondence and resolve without the relationship becoming adversarial. We know when to push and when a term isn't worth the friction.

When Things Go Wrong: Contract Disputes

If a dispute arises from a contract — a party isn't performing, payment has stopped, or you're being threatened with a claim — we can advise you on your rights and options. Early advice is almost always more valuable than waiting to see what happens.

For advice on commercial disputes, see our Commercial Disputes page (/commercial-litigation-lawyer-sydney/)

Fixed-Fee Contract Reviews

For many standard commercial contracts, we offer a fixed-fee review. You'll know the cost before we start. More complex agreements — multi-party transactions, long-term supply arrangements, joint ventures — are scoped individually, but we'll give you a clear estimate before proceeding.