Contract & Agreement Lawyers

A well-written contract or agreement provides protection, clarity, and risk mitigation. When a dispute arises and there is disagreement between parties, a contract will govern the resolution, outlining each party’s roles, responsibilities and obligations.

A contract or agreement offers certainty for you and your business, protecting your interests and ensuring smooth operation between parties.  Our Team can provide advice from early drafting stages, through to contract dispute resolution.

When do you need a contract lawyer?

There are three common scenarios where a contract lawyer adds significant commercial value:

1.     Drafting a new contract

You’re entering a new commercial relationship and need a tailored agreement from scratch. The contract needs to reflect the actual commercial deal, allocate risk, and anticipate what could go wrong over the life of the relationship. Template contracts pulled from the internet, or generic forms from previous transactions, frequently miss the specific risks of the current deal.

1.     Reviewing a contract presented to you

The other party has prepared a contract and asked you to sign. The document has been drafted in their favour, and our job is to identify which clauses work against you, which are standard market practice, and which are open to negotiation.

2.     Negotiating terms before signing

The contract is in negotiation and you need legal advice on which positions to push, which to concede, and which to escalate. Negotiation is a commercial exercise as much as a legal one; knowing what’s standard in the market, what the other side will move on, and what’s worth holding the deal up for.

Types of commercial contracts we work on

Citilawyers drafts, reviews, and negotiates the following commercial agreements:

Business to Business contracts

  • Supply agreements: for the sale of goods and services.
  • Distribution agreements: between supplier and distributor for the sale, marketing and delivery of goods.
  • Agency agreements: appointment of an agent, commission structures, and termination.
  • Manufacturing agreements: between a business and third-party manufacturer for the creation of goods.
  • Master Services Agreements (MSAs) and Statements of Work (SOWs): for ongoing service relationships with multiple current and future projects.
  • SaaS and software licensing agreements: for cloud-based software subscriptions.
  • Reseller and channel partner agreements: to structure sales networks, clarify partner responsibilities and protect IP.

Customer-facing contracts

  • Terms of trade: standard B2B trading terms.
  • Customer terms and conditions: for B2C and online businesses.
  • Website terms of use: including limitations of liability and IP ownership.
  • Service level agreements (SLAs): defining performance standards and remedies.

Internal and shareholder contracts

  • Shareholders agreements: between shareholders of a company.
  • Founders agreements: between co-founders for start-ups.
  • Partnership agreements: for general and limited partnerships.
  • Joint venture agreements: for collaborative ventures.
  • Unit holders agreements: for unit trusts.

Confidentiality and IP

  • Confidentiality agreements (NDAs): mutual and one-way.
  • IP licensing agreements: for use of trademarks, patents, copyright, designs.
  • IP assignment deeds: for transfer of IP ownership.

Employment and contractor

  • Employment agreements: for permanent, part-time and casual employees.
  • Independent contractor agreements: reflecting current employee vs contractor characterisation under the Fair Work Act 2009 (Cth)
  • Consultancy agreements: for senior or specialist engagements
  • Restraint of trade deeds: for departing employees and partners

Property and finance

  • Commercial and retail leases: drafting, review, and assignment
  • Loan agreements and security documents: including personal guarantees and PPSA registration. See our Cash Flow Improvement
  • Heads of agreement and term sheets: for early-stage commercial deals

Transactional

  • Sale of business agreements: see our business sale lawyers page
  • Share purchase agreements
  • Asset purchase agreements
  • Settlement deeds and deeds of release

What makes a contract enforceable in NSW?

For a contract to be legally binding in New South Wales, these elements are essential:

  1. Offer: one party must clearly propose an offer, with intention of creating a legally binding agreement.
  2. Acceptance: Occurs when the party receiving the offer agrees to the terms set out. The Acceptance must be unconditional.
  3. Consideration: Each party exchanges something of value: money, goods, services, or a promise.
  4. Intention to create legal relations: Both parties must have an intention to create a legal relationship. Without this intention, there is no contract or agreement.
  5. Capacity: Both parties have the legal capacity to enter into the agreement (i.e. of age, sound mind, properly authorised if a company).
  6. Legality of purpose. The contract must not be for an unlawful purpose.

Each industry, area of law or relationship between parties can impose additional formality requirements. Our Team will ensure your contract or agreement meets all requirements.

Verbal agreements are enforceable in NSW if these elements are met. Proving the agreed terms without written records as evidence is significantly harder during a dispute. For more on verbal contract enforceability, see our article on whether oral contracts are enforceable.

The clauses that actually matter

Clauses that genuinely affect risk and value of a contract or agreement include:

Scope and deliverables

What is being sold or provided?

Price and payment terms

How much, when, in what currency, or on what conditions? Disputes routinely arise over: payment milestones, conditions for payment, GST treatment, currency, and consequences of late payment.

Term and renewal

How long does the contract run? What happens at expiry: automatic renewal, option to renew, or end of contract? Short-form templates often default to automatic renewal, which is fine until it isn’t.

Termination

When can either party walk away and at what cost? For more on termination rights and risks.

Limitation of liability

What is each party liable for if something goes wrong? Caps on liability, exclusion of indirect or consequential loss, exclusion of certain types of damage. This is where the other party’s lawyer protects their client, and where your lawyer protects you.

Indemnities

Who pays if a third party makes a claim? Indemnities can dramatically expand or limit exposure.

IP ownership

Who owns the work product, deliverables, designs, code, content? IP ownership clauses are routinely drafted in favour of the party providing the service and routinely accepted by clients without realising what they are giving away.

Confidentiality

What information is protected? For how long? Who can it be shared with? Generic confidentiality clauses often fail to protect what matters most.

Restraint of trade

Are the parties restrained from competing or soliciting customers and staff? Restraints are governed by the Restraints of Trade Act 1976 (NSW) and must be reasonably.

Dispute resolution

Where will disputes be resolved? Mediation first? Arbitration? Court? Which jurisdiction? A well-drafted dispute resolution clause can save litigation costs.

How Citilawyers will help

Our Team acts for:

  • Founders entering supplier, customer, or partner contracts
  • SMEs reviewing contracts before signing
  • Established businesses standardising their contract suite
  • Service businesses developing terms of trade and SOW templates
  • Online businesses developing customer-facing terms
  • Businesses negotiating high-value contracts with corporate counterparties
  • Buyers and sellers of businesses (drafting heads of agreement, sale agreements)

We provide:

  • Bespoke contract drafting: tailored agreements drafted in plain English
  • Contract reviews: practical, decision-focused reviews identifying the clauses that matter
  • Negotiation support: strategic and tactical advice during commercial negotiation
  • Contract suites: standardised templates for businesses with repeat contracting needs
  • Counterparty negotiation: direct negotiation with the other side’s lawyers on your behalf

Where a contract dispute arises later, our contract disputes lawyers and civil and commercial litigation lawyers take the matter through to resolution.

If you need a new contract draft, review, and negotiation support, contact our Team today.

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    A well-written contract or agreement provides protection, clarity, and risk mitigation. When a dispute arises and there is disagreement between parties, a contract will govern the resolution, outlining each party’s roles, responsibilities and obligations.

    A contract or agreement offers certainty for you and your business, protecting your interests and ensuring smooth operation between parties.  Our Team can provide advice from early drafting stages, through to contract dispute resolution.

    When do you need a contract lawyer?

    There are three common scenarios where a contract lawyer adds significant commercial value:

    1.     Drafting a new contract

    You’re entering a new commercial relationship and need a tailored agreement from scratch. The contract needs to reflect the actual commercial deal, allocate risk, and anticipate what could go wrong over the life of the relationship. Template contracts pulled from the internet, or generic forms from previous transactions, frequently miss the specific risks of the current deal.

    1.     Reviewing a contract presented to you

    The other party has prepared a contract and asked you to sign. The document has been drafted in their favour, and our job is to identify which clauses work against you, which are standard market practice, and which are open to negotiation.

    2.     Negotiating terms before signing

    The contract is in negotiation and you need legal advice on which positions to push, which to concede, and which to escalate. Negotiation is a commercial exercise as much as a legal one; knowing what’s standard in the market, what the other side will move on, and what’s worth holding the deal up for.

    Types of commercial contracts we work on

    Citilawyers drafts, reviews, and negotiates the following commercial agreements:

    Business to Business contracts

    • Supply agreements: for the sale of goods and services.
    • Distribution agreements: between supplier and distributor for the sale, marketing and delivery of goods.
    • Agency agreements: appointment of an agent, commission structures, and termination.
    • Manufacturing agreements: between a business and third-party manufacturer for the creation of goods.
    • Master Services Agreements (MSAs) and Statements of Work (SOWs): for ongoing service relationships with multiple current and future projects.
    • SaaS and software licensing agreements: for cloud-based software subscriptions.
    • Reseller and channel partner agreements: to structure sales networks, clarify partner responsibilities and protect IP.

    Customer-facing contracts

    • Terms of trade: standard B2B trading terms.
    • Customer terms and conditions: for B2C and online businesses.
    • Website terms of use: including limitations of liability and IP ownership.
    • Service level agreements (SLAs): defining performance standards and remedies.

    Internal and shareholder contracts

    • Shareholders agreements: between shareholders of a company.
    • Founders agreements: between co-founders for start-ups.
    • Partnership agreements: for general and limited partnerships.
    • Joint venture agreements: for collaborative ventures.
    • Unit holders agreements: for unit trusts.

    Confidentiality and IP

    • Confidentiality agreements (NDAs): mutual and one-way.
    • IP licensing agreements: for use of trademarks, patents, copyright, designs.
    • IP assignment deeds: for transfer of IP ownership.

    Employment and contractor

    • Employment agreements: for permanent, part-time and casual employees.
    • Independent contractor agreements: reflecting current employee vs contractor characterisation under the Fair Work Act 2009 (Cth)
    • Consultancy agreements: for senior or specialist engagements
    • Restraint of trade deeds: for departing employees and partners

    Property and finance

    • Commercial and retail leases: drafting, review, and assignment
    • Loan agreements and security documents: including personal guarantees and PPSA registration. See our Cash Flow Improvement
    • Heads of agreement and term sheets: for early-stage commercial deals

    Transactional

    • Sale of business agreements: see our business sale lawyers page
    • Share purchase agreements
    • Asset purchase agreements
    • Settlement deeds and deeds of release

    What makes a contract enforceable in NSW?

    For a contract to be legally binding in New South Wales, these elements are essential:

    1. Offer: one party must clearly propose an offer, with intention of creating a legally binding agreement.
    2. Acceptance: Occurs when the party receiving the offer agrees to the terms set out. The Acceptance must be unconditional.
    3. Consideration: Each party exchanges something of value: money, goods, services, or a promise.
    4. Intention to create legal relations: Both parties must have an intention to create a legal relationship. Without this intention, there is no contract or agreement.
    5. Capacity: Both parties have the legal capacity to enter into the agreement (i.e. of age, sound mind, properly authorised if a company).
    6. Legality of purpose. The contract must not be for an unlawful purpose.

    Each industry, area of law or relationship between parties can impose additional formality requirements. Our Team will ensure your contract or agreement meets all requirements.

    Verbal agreements are enforceable in NSW if these elements are met. Proving the agreed terms without written records as evidence is significantly harder during a dispute. For more on verbal contract enforceability, see our article on whether oral contracts are enforceable.

    The clauses that actually matter

    Clauses that genuinely affect risk and value of a contract or agreement include:

    Scope and deliverables

    What is being sold or provided?

    Price and payment terms

    How much, when, in what currency, or on what conditions? Disputes routinely arise over: payment milestones, conditions for payment, GST treatment, currency, and consequences of late payment.

    Term and renewal

    How long does the contract run? What happens at expiry: automatic renewal, option to renew, or end of contract? Short-form templates often default to automatic renewal, which is fine until it isn’t.

    Termination

    When can either party walk away and at what cost? For more on termination rights and risks.

    Limitation of liability

    What is each party liable for if something goes wrong? Caps on liability, exclusion of indirect or consequential loss, exclusion of certain types of damage. This is where the other party’s lawyer protects their client, and where your lawyer protects you.

    Indemnities

    Who pays if a third party makes a claim? Indemnities can dramatically expand or limit exposure.

    IP ownership

    Who owns the work product, deliverables, designs, code, content? IP ownership clauses are routinely drafted in favour of the party providing the service and routinely accepted by clients without realising what they are giving away.

    Confidentiality

    What information is protected? For how long? Who can it be shared with? Generic confidentiality clauses often fail to protect what matters most.

    Restraint of trade

    Are the parties restrained from competing or soliciting customers and staff? Restraints are governed by the Restraints of Trade Act 1976 (NSW) and must be reasonably.

    Dispute resolution

    Where will disputes be resolved? Mediation first? Arbitration? Court? Which jurisdiction? A well-drafted dispute resolution clause can save litigation costs.

    How Citilawyers will help

    Our Team acts for:

    • Founders entering supplier, customer, or partner contracts
    • SMEs reviewing contracts before signing
    • Established businesses standardising their contract suite
    • Service businesses developing terms of trade and SOW templates
    • Online businesses developing customer-facing terms
    • Businesses negotiating high-value contracts with corporate counterparties
    • Buyers and sellers of businesses (drafting heads of agreement, sale agreements)

    We provide:

    • Bespoke contract drafting: tailored agreements drafted in plain English
    • Contract reviews: practical, decision-focused reviews identifying the clauses that matter
    • Negotiation support: strategic and tactical advice during commercial negotiation
    • Contract suites: standardised templates for businesses with repeat contracting needs
    • Counterparty negotiation: direct negotiation with the other side’s lawyers on your behalf

    Where a contract dispute arises later, our contract disputes lawyers and civil and commercial litigation lawyers take the matter through to resolution.

    If you need a new contract draft, review, and negotiation support, contact our Team today.

    Frequently Asked Questions

    Do I need a lawyer to make a contract legally binding in NSW?

    No. A contract is legally binding without a lawyer’s involvement, provided it satisfies the elements of contract formation (offer, acceptance, consideration, intention, capacity). However, contracts drafted without legal advice routinely contain ambiguities, missing terms, or inadvertent risk allocation that creates significant exposure when something goes wrong. The cost of a contract review at the drafting stage is almost always a fraction of the cost of a dispute later.

    What's the difference between a contract and a deed?

    A contract is enforceable because of the exchange of consideration between the parties. A deed is a more formal document that is enforceable without consideration, provided it is properly executed (in writing, signed, witnessed, and stated to be a deed). Deeds are commonly used for releases, guarantees, restraints of trade, and gifts. Deeds also have a longer limitation period (12 years in NSW under the Limitation Act 1969) compared to contracts (6 years).

    Is a verbal agreement enforceable in NSW?

    Yes, provided the elements of contract formation are present (offer, acceptance, consideration, intention, capacity). However, proving the terms of a verbal agreement is significantly harder than proving a written agreement, and certain contracts (such as for the sale of land) must be in writing to be enforceable. As a practical matter, important commercial relationships should always be documented in writing.