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Most business owners sign contracts without having them reviewed. It is easy to understand why – the deal feels right, the relationship is good, and legal review feels like an unnecessary cost. The problem appears later, when something goes wrong, and the contract is read properly for the first time. The indemnity clause transfers all risk to you. The limitation of liability clause caps the other party’s exposure at a fraction of your loss. The termination clause lets them walk away without consequence. None of that was what you intended. All of it is what you agreed to.
At Leo Lawyers, our business contract lawyers in Sydney draft, review and negotiate commercial contracts for businesses across New South Wales and Victoria. We identify the clauses that create real exposure before you sign, draft contracts that reflect the deal you actually made and act in disputes when the other side claims the contract says something you never agreed to. We also advise on unfair contract terms under the Australian Consumer Law, which since November 2023 has applied to a significantly broader range of business contracts.
Over 18 Years of Experience in Commercial Law and Contract Disputes
A business owner is handed a contract by the other side. It is long, it uses legal language, and there is pressure to sign quickly. This is the most common situation our commercial contract clients bring to us. We read the contract with a focus on the clauses that create the most exposure: indemnity provisions that transfer risk entirely to you, limitation of liability clauses that cap what the other side owes you when things go wrong, termination rights that let the other party exit without penalty and automatic renewal clauses that lock you in without notice. We give you a clear written summary of the risk, recommend the changes to request and advise on which terms are negotiable and which are not.
Talk to Damin before it costs more to fix.
Most business owners focus on the price, the deliverables and the timeline when reviewing a contract. These matter. The clauses below are the ones that determine what happens when those things go wrong, and they are the ones most likely to be skewed in favour of whoever drafted the document.
A contract is legally binding in Australia when it satisfies four elements – offer, acceptance, consideration and an intention to create legal relations. Offer and acceptance mean that one party proposes terms and the other agrees to them. Consideration means each party gives something of value, whether money, a promise to perform or a forbearance from doing something. Intention means the parties understood they were entering a legally enforceable arrangement rather than a social agreement. A contract does not need to be written to be binding, but a written contract is significantly easier to enforce because the terms are documented. Where a written contract exists, courts will hold the parties to its terms. What the parties intended but did not write down is generally not recoverable.
| Clause | What to Look For |
|---|---|
| Indemnity clause | Does it transfer risk to you for events outside your control, including the other party's own negligence? |
| Limitation of liability | Is your recovery capped at a sum less than your likely loss? Is consequential loss excluded entirely? |
| Termination for convenience | Can the other side exit without cause and without compensation for work already performed or costs incurred? |
| Unilateral variation rights | Can the other side change the contract terms without your agreement? |
| Automatic renewal clause | Does the contract renew without notice and is the window to opt out practical? |
| Intellectual property ownership | Who owns the IP created under the contract? Is it the party that paid for it or the party that created it? |
| Dispute resolution clause | Is mediation required before litigation? Which court has jurisdiction? Who pays the costs? |
| Force majeure | What events excuse non-performance and for how long? Is the clause so broad it excuses ordinary commercial risk? |
| Exclusion of implied terms | Has the contract excluded the consumer guarantees or statutory warranties that would otherwise apply? |
We execute our legal strategy with strict, transparent timelines so your commercial deals are never stalled by slow legal work.
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We act for businesses that need contracts reviewed before signing, for businesses that need contracts drafted to protect their commercial relationships and for businesses already in a dispute about what a contract means or whether it has been breached. We work across industries and business sizes, from sole traders and startups through to established SMEs with ongoing commercial contracting needs.
Book a consultation with Damin Murdock today.
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