Practice Area
Commercial lawyers in Brisbane and Sydney
Practical, commercially-aware counsel on the contracts, structures and governance that underpin modern business.
Overview
Build contracts around the way the business operates
Commercial agreements are operating tools: they allocate responsibility, set expectations and create a process for when plans change. A document signed at the start of a relationship can shape payment, service levels, ownership of work, liability and the ability to exit years later. Review should begin with the actual transaction, the people who must perform it and the practical consequences of a missed obligation.
We advise businesses on drafting, reviewing and negotiating supply, services, distribution, agency, licensing and collaboration agreements. That work can include terms of trade, purchase terms, standard customer contracts, confidentiality arrangements and negotiated project documents. The right level of detail depends on the value, duration, operational importance and risk of the relationship; a short agreement can still need precise definitions and clear remedies.
Make risk allocation understandable and workable
A contract should make clear what each party promises, when performance is due and what evidence shows that an obligation has been met. Payment mechanics, acceptance, service standards, change requests, warranties and responsibility for third-party inputs should fit together. Definitions need to be consistent across the operative clauses, schedules and any order forms, particularly where a business uses the same template for many customers.
Liability limits, indemnities, insurance obligations and exclusions need to be considered as a connected set. A cap that does not align with the risks being allocated may leave a gap; broad indemnity language may create exposure that is difficult to price or insure. We help clients identify the commercial choice behind a clause, explain trade-offs in plain terms and document the agreed position. No drafting can remove every business risk, and counterparties may not accept every requested protection.
Support changes in ownership, suppliers and strategy
When a business buys or sells a business, enters a joint venture or changes an important supplier, existing contracts can determine whether the plan is achievable. Assignment, change-of-control, exclusivity, termination and consent provisions should be identified before the parties commit. The contract may need a new counterparty, an assignment deed, a novation or a negotiated amendment, with each option carrying different consequences.
We assist with the legal work around business sales and acquisitions, including heads of agreement, transaction structure, due diligence, sale documents and completion steps. A share sale and an asset sale do not transfer the same things: the chosen structure affects contracts, employees, liabilities, approvals and the consents required. Financial analysis, valuation, tax and funding advice should be obtained from the appropriate advisers alongside legal review.
Put governance and ownership arrangements on a clear footing
Companies and joint ventures benefit from written rules that reflect how decisions are actually made. Constitutions, shareholder agreements, board processes and delegated authorities can address decision thresholds, information rights, funding, distributions, transfers and what happens when owners disagree. A useful arrangement also anticipates a departure, a sale proposal, a deadlock or a change in the company’s needs rather than relying on informal assumptions.
We review governance documents and help owners consider how their agreements interact with company law, existing financing and commercial commitments. Directors and officers should understand the duties that apply to their role; policies cannot replace an assessment of the circumstances surrounding a decision. Where a governance concern has become a dispute, preserving relevant records and obtaining advice early can help clarify available options.
Technology, confidential information and intellectual property
Technology projects raise practical questions about deliverables, access, data, security, support and ownership. Agreements with software providers or development partners should distinguish pre-existing materials from new work, set out licences and permitted use, and explain what happens to data and services at termination. A label such as “work made for hire” should not be assumed to resolve ownership under Australian law; the operative rights and any assignment need to be checked.
Confidentiality arrangements are most useful when the information, permitted purpose, access controls and return or destruction obligations are clear. Businesses should also consider privacy, cybersecurity, subcontracting and incident notification obligations where personal information or critical systems are involved. We help document the commercial relationship and identify legal questions to resolve with technical, privacy or security advisers.
A practical process for getting advice
A focused first review usually starts with the current draft, any proposal or term sheet, a short explanation of the commercial objective and the date by which a decision is needed. Include related documents, prior amendments and any correspondence that records a promise outside the contract. Tell us which terms are fixed, where there is room to negotiate and who will need to approve the result.
We can then agree a scope: a discrete contract review, a mark-up and negotiation support, preparation of a precedent, or advice connected to a larger transaction. The appropriate work depends on the facts, timing and other parties involved. An initial conversation does not itself create a solicitor-client relationship; formal work begins only after the firm confirms engagement and completes conflict checks.
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Commercial lawyers in Brisbane and Sydney
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Frequently Asked Questions
Which commercial contracts should a business review first?
Start with agreements that are financially material, difficult to replace or important to daily operations. Common examples include major customer and supplier contracts, premises documents, finance arrangements, software subscriptions, distribution terms and agreements that renew automatically. Check obligations, renewal dates, consent requirements, liability allocation and termination rights against the current way the business operates.
Should we sign heads of agreement before the long-form contract?
Only after understanding which provisions are intended to bind the parties. A document called heads of agreement can create binding obligations depending on its wording and the circumstances, even if the parties expect to negotiate a longer contract. Identify the agreed commercial points, any conditions, exclusivity or confidentiality terms, and whether the parties intend to be bound before signing.
Can we use the same contract template for every customer?
A controlled template can make repeat transactions more consistent, but it should reflect the products, services and risks involved. Different customers, jurisdictions, payment methods or data arrangements may need different schedules or terms. Keep track of approved variations and review the template when the business model, law or operational process changes.
What should I send for a contract review?
Provide the complete agreement and schedules, related proposal or term sheet, any prior versions or amendments, the key commercial objective and the decision deadline. Explain the clauses that matter most and any terms the other party has said are non-negotiable. We can then agree the scope and identify whether related documents or technical input are needed.
Our Team
Lawyers working across this practice area
Victor Asoyo
Partner
Roy Kim
Partner
Pauline Tay
Special Counsel
Lamis Adam
Special Counsel
Callum Pritchard
Special Counsel
Joel Taylor
Special Counsel
Blessing Agada
Special Counsel
Ashley Kim
Associate
Anna Rhee
Solicitor
Naomi Ascui
Paralegal