Law Plus Whether it's a supplier agreement, a services contract or a deal with a new client, the contract you sign now sets the terms for the entire relationship — including what happens if it goes wrong. Most commercial disputes we see trace back to a clause that seemed unimportant at the time, or wasn't queried because the deal felt straightforward. Here's what actually matters when reviewing a commercial contract, "standard" or not.
Who's actually bound, and for what
Start with the basics: are the correct legal entities named (not just trading names), and does the scope of work or goods match what you actually agreed to verbally? Vague scope clauses are a common source of disputes — "marketing services" means something different to each party until it's written down specifically.
Payment terms
Check not just the price, but when payment is due, what triggers an invoice, whether there are milestones, and what happens if payment is late — is there interest, a right to suspend work, or a right to terminate? Also check for any right to vary pricing during the contract term, particularly in longer agreements.
Termination clauses
Every contract should say clearly how either party can end it — on notice, for convenience, or only for a defined breach — and what notice period applies. Termination clauses that are one-sided (easy for one party to exit, hard for the other) are common in contracts drafted by the other side, and worth negotiating if they don't suit you. Also check what happens to work in progress, deposits or ongoing obligations after termination.
Liability and indemnities
Liability clauses determine who bears the cost if something goes wrong — a defective product, a missed deadline, a third-party claim. Watch for uncapped liability or broad indemnity clauses that could expose you to costs well beyond the value of the contract itself. It's standard commercial practice to negotiate a liability cap, and to make sure indemnities are mutual rather than one-sided where that's appropriate.
Restraint of trade and exclusivity
Contracts sometimes include restraints — non-compete clauses, exclusivity arrangements, or restrictions on working with certain other parties. These need to be reasonable in scope, geography and duration to be enforceable, and can significantly limit your future options if you don't notice them going in. If a restraint is broader than it needs to be to protect a legitimate interest, it's worth pushing back.
Dispute resolution
Most commercial contracts specify how disputes are resolved — negotiation first, then mediation, then arbitration or court — and which state's law governs the contract and where disputes must be heard. For interstate or international deals, this clause can matter a great deal if things go wrong, since it determines where you'd actually have to pursue a claim.
Getting a review before you sign
A contract review doesn't need to be a slow, expensive process — for most commercial agreements, a lawyer can turn around a practical review focused on the clauses that actually carry risk within a few business days. Our business and commercial lawyers review contracts, leases and agreements for owners across Victoria, New South Wales and Queensland, and will flag what genuinely needs negotiating rather than redlining every line.