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.
For the full range of commercial legal services we provide, see our commercial lawyers page.
There are three common scenarios where a contract lawyer adds significant commercial value:
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.
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.
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.
Citilawyers drafts, reviews, and negotiates the following commercial agreements:
For a contract to be legally binding in New South Wales, these elements are essential:
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.
Clauses that genuinely affect risk and value of a contract or agreement include:
What is being sold or provided?
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.
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.
When can either party walk away and at what cost? For more on termination rights and risks. For advice specifically on how and when a commercial contract can be terminated, see our contract termination lawyers page.
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.
Who pays if a third party makes a claim? Indemnities can dramatically expand or limit exposure.
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.
What information is protected? For how long? Who can it be shared with? Generic confidentiality clauses often fail to protect what matters most.
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.
Where will disputes be resolved? Mediation first? Arbitration? Court? Which jurisdiction? A well-drafted dispute resolution clause can save litigation costs. Where a poorly drafted contract does lead to a dispute, our article on breach of contract in NSW explains the legal remedies available.
For low-value, low-risk transactions, a standard template may be adequate. However, templates are written for general use and often fail to address the specific risks of your business or transaction. Payment terms, liability caps, intellectual property ownership, and termination rights are commonly left generic or missing altogether. Legal drafting is worth the investment where the contract involves a significant financial commitment, an ongoing relationship, or terms that would be costly to get wrong, such as supply agreements, shareholder arrangements, or anything involving exclusivity or restraint clauses. We can review a contract you already have, or draft one from scratch, and we will tell you honestly whether your situation needs custom drafting or whether a well-chosen template will do the job.
Our Team acts for:
We provide:
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.
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.
For the full range of commercial legal services we provide, see our commercial lawyers page.
There are three common scenarios where a contract lawyer adds significant commercial value:
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.
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.
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.
Citilawyers drafts, reviews, and negotiates the following commercial agreements:
For a contract to be legally binding in New South Wales, these elements are essential:
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.
Clauses that genuinely affect risk and value of a contract or agreement include:
What is being sold or provided?
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.
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.
When can either party walk away and at what cost? For more on termination rights and risks. For advice specifically on how and when a commercial contract can be terminated, see our contract termination lawyers page.
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.
Who pays if a third party makes a claim? Indemnities can dramatically expand or limit exposure.
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.
What information is protected? For how long? Who can it be shared with? Generic confidentiality clauses often fail to protect what matters most.
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.
Where will disputes be resolved? Mediation first? Arbitration? Court? Which jurisdiction? A well-drafted dispute resolution clause can save litigation costs. Where a poorly drafted contract does lead to a dispute, our article on breach of contract in NSW explains the legal remedies available.
For low-value, low-risk transactions, a standard template may be adequate. However, templates are written for general use and often fail to address the specific risks of your business or transaction. Payment terms, liability caps, intellectual property ownership, and termination rights are commonly left generic or missing altogether. Legal drafting is worth the investment where the contract involves a significant financial commitment, an ongoing relationship, or terms that would be costly to get wrong, such as supply agreements, shareholder arrangements, or anything involving exclusivity or restraint clauses. We can review a contract you already have, or draft one from scratch, and we will tell you honestly whether your situation needs custom drafting or whether a well-chosen template will do the job.
Our Team acts for:
We provide:
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.
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.
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).
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.
A standard commercial contract review typically takes 3 to 5 business days. More complex agreements, such as shareholders agreements or M&A documents, take longer depending on the number of issues identified and any negotiation required with the other party.
