Commercial contracts in Victoria.

Off-the-shelf templates are a starting point, but they are rarely drafted for Victorian law or for the specific risk sitting in your deal, which is exactly where they tend to fail, usually in the clauses no one reads until there is a dispute: liability, indemnity, termination and intellectual property. A contract drafted around the deal in front of us fixes scope, price, timing, liability and how the relationship ends, in terms that hold up if a court or a mediator ever has to read them.

Reviewing a contract someone else has sent you is a different skill from drafting one. Standard-form agreements from larger counterparties are written for them, not for you, and more of the document is negotiable than most business owners assume, payment terms, liability caps, termination rights, and anything that assigns your intellectual property or locks you in without a genuine exit. We mark up what matters and explain, in commercial terms, what to accept, what to change and what to walk away from.

Where your business supplies goods or services to consumers or small businesses, Australian Consumer Law guarantees cannot be excluded, and the unfair contract terms regime, significantly strengthened in November 2023, carries real civil penalties for standard-form contracts that impose a significant imbalance. Getting these documents right is compliance work as much as commercial protection.

Verbal agreements can bind you just as firmly as written ones, which is precisely the problem, because the terms are whatever the two of you later remember. If a relationship matters commercially, it belongs in writing before the work starts.