Contract Drafting and Review

Contract Lawyer Sydney: Contract Drafting and Review

A contract lawyer in Sydney drafts and reviews the agreements your business signs so that payment, risk and exit are dealt with clearly before anything goes wrong. Invictus Legal prepares and reviews commercial contracts for businesses across Sydney and NSW, and checks them against the unfair contract terms laws that have carried penalties since 9 November 2023.

Reviewed by Sam Saadat, Principal Lawyer, Invictus Legal. Last reviewed: 7 October 2026

What contracts does Invictus Legal draft and review?

We draft and review the everyday commercial contracts that businesses rely on. As experienced contract lawyers in Sydney, we regularly work on:

• Service agreements setting out scope, service levels, fees and variations;

• Supply and distribution agreements, including exclusivity, minimum orders, territory and pricing;

• Consultancy and contractor agreements, including intellectual property ownership and confidentiality;

• Non-disclosure agreements (NDAs) for sales processes, investment discussions and joint projects;

• Licence agreements for software, brands, content and other intellectual property; and

• Joint venture agreements covering contributions, control, profit sharing and exit.

We also prepare standard terms of trade (see our page on terms and conditions of trade) and agreements between business owners (see shareholder and partnership agreements).

What does a contract review look for?

A contract review identifies the clauses that decide who gets paid, who carries the risk and how the relationship can end. Our review focuses on:

• Payment: price, invoicing, due dates, interest on late payment, set-off and the right to suspend work.

• Termination: when each party can end the contract, notice periods, cure periods and what happens to work in progress, money and materials on termination.

• Liability caps and exclusions: whether the cap is realistic, what is carved out and whether indirect or consequential loss is excluded.

• Indemnities: whether you are indemnifying the other side for losses you cannot control, and whether the indemnity is capped.

• Dispute resolution: negotiation, mediation or expert determination steps before court, and urgent relief carve-outs.

• Governing law and jurisdiction: whether NSW law and NSW courts apply, or whether you could be forced to litigate interstate or overseas.

We give you a short written report that ranks issues by commercial risk and suggests replacement wording, so you can negotiate from a clear position.

Do the unfair contract terms laws apply to my business contracts?

Yes, if the contract is a standard form contract with a consumer or a small business, the unfair contract terms provisions of the Australian Consumer Law apply to it. Those provisions are in the Competition and Consumer Act 2010 (Cth) Sch 2 ss 23–25 and 27.

Which contracts are covered?

A contract is a small business contract if at least one party employs fewer than 100 persons or had turnover of less than $10 million in its last income year. There is no longer any contract value threshold. A contract is presumed to be a standard form contract unless the party relying on it proves otherwise.

What makes a term unfair?

A term is unfair if it would cause a significant imbalance in the parties' rights and obligations, is not reasonably necessary to protect the legitimate interests of the party it benefits, and would cause detriment if relied on (s 24). The Act gives examples of terms that may be unfair, including terms allowing only one party to vary or terminate the contract, terms penalising one party for breach or termination, and terms limiting a party's right to sue (s 25). Only a court or tribunal can decide that a term is unfair, and an unfair term is void.

What penalties apply since 9 November 2023?

Since 9 November 2023 it has been unlawful to propose, use or rely on an unfair term in a standard form consumer or small business contract. The maximum penalty for a company is the greatest of $50 million, three times the benefit reasonably attributable to the conduct, or, if that benefit cannot be determined, 30% of adjusted turnover during the breach period. For an individual the maximum is $2.5 million. The regime applies to contracts made or renewed on or after 9 November 2023, and to terms varied or added on or after that date. If your business uses template contracts, they should be reviewed now.

Can contracts be signed electronically in NSW?

Yes. Under the Electronic Transactions Act 2000 (NSW) s 7, a transaction is not invalid because it took place wholly or partly by electronic communications, and s 9 allows an electronic method of signing if it identifies the person and indicates their intention and is reliable as appropriate or proven in fact to have done so. Part 2B of that Act also allows certain documents to be witnessed by audio visual link.

For companies, Corporations Act 2001 (Cth) s 127(1) allows a company to execute a document by two directors, a director and a company secretary, or, for a proprietary company with a sole director, that director (where they are also the sole secretary or there is no secretary). Since 2022 the Corporations Act permits those signatures to be made electronically, and signatories do not need to sign the same copy or use the same signing method (s 110A). We check execution blocks so your contract is properly binding.

How does a contract review prevent disputes?

A careful review prevents disputes by removing the ambiguity that most contract claims are fought over. Unclear scope, vague payment triggers and missing termination mechanics are the most common causes of the disputes we see. When a dispute does arise, our breach of contract team can act quickly, and Invictus Legal appears in the Local Court, District Court and Supreme Court of NSW across Sydney and NSW.

What does it cost?

The cost depends on the length and complexity of the contract, whether we are drafting from scratch or reviewing the other side's document, how many rounds of negotiation are involved and how urgent the timetable is. Fees for commercial matters are determined by the scope of work involved, and we issue a costs agreement before we commence any work, so you have full transparency from the start.

Frequently asked questions

How long does a contract review take?

Most standard commercial contracts can be reviewed within a few business days, depending on length and complexity. If you have a signing deadline, tell us when you first contact us and we will confirm whether we can meet it before we start.

Do unfair contract terms laws apply to business-to-business contracts?

Yes, if the contract is a standard form contract and at least one party employs fewer than 100 persons or had turnover of less than $10 million in its last income year. There is no longer any contract value threshold. Since 9 November 2023, proposing, using or relying on an unfair term in such a contract can attract significant penalties.

What are the penalties for using unfair contract terms?

For a company, the maximum penalty is the greatest of $50 million, three times the reasonably attributable benefit, or 30% of adjusted turnover during the breach period if the benefit cannot be determined. For an individual the maximum is $2.5 million. These penalties apply to contracts made or renewed, and terms varied or added, on or after 9 November 2023.

Is an electronically signed contract valid in NSW?

Generally yes. The Electronic Transactions Act 2000 (NSW) provides that a transaction is not invalid because it took place electronically, and allows electronic signatures that identify the signer and indicate their intention using an appropriately reliable method. Some documents have special requirements, so we check how each document should be executed.

How should a company sign a contract?

Under section 127(1) of the Corporations Act 2001 (Cth), a company can execute a document by two directors, a director and a company secretary, or the sole director of a proprietary company where that director is also the sole secretary or there is no secretary. Those signatures can be made electronically, and signatories can sign different copies using different methods.

Why choose Invictus Legal as your contract lawyer in Sydney?

You deal directly with a principal lawyer who runs commercial disputes, so our drafting reflects how contracts are actually tested in court. We give practical, plain-English advice and work to your commercial deadlines. Explore our wider commercial law services.

Speak to a contract lawyer today. Call 02 8553 0500 or book online. For urgent matters call 0410 600 230.

This page is general information only and is not legal advice. Contact Invictus Legal to discuss your situation.