Commercial contracts that hold up.
Drafting, reviewing, and negotiating commercial agreements for Queensland businesses.
Most commercial disputes begin with a contract that seemed fine at the time.
A contract does not need to be long to create serious obligations. A two-page supply agreement can bind a business to terms that become unworkable the moment circumstances change. The problem is usually not that the parties failed to reach agreement. It is that what they agreed is unclear, incomplete, or inconsistent with what one side assumed.
Good contract drafting is not about filling pages with protective language. It is about identifying what each side actually wants, what risks each side is prepared to carry, and saying both of those things precisely enough that a dispute about them becomes unlikely.
Fraser Lawyers drafts, reviews, and negotiates commercial contracts for businesses in Queensland, from one-off service arrangements to ongoing distribution relationships. The work is not glamorous. It mostly prevents things rather than resolves them.
What we help with
Fraser Lawyers acts on commercial contract matters, including:
- Matter
- What it usually involves
- Supply agreements
- Recurring and one-off supply of goods or materials between businesses.
- Service agreements
- Contracts for the provision of professional or trade services.
- Distribution agreements
- Exclusive and non-exclusive arrangements for distributing products.
- Non-disclosure agreements
- Unilateral and mutual confidentiality obligations before and during deals.
- Master services agreements
- Framework contracts governing multiple transactions under agreed terms.
- Contractor agreements
- Engaging independent contractors, including classification risk.
- Joint venture agreements
- Shared commercial ventures and co-operation arrangements.
- Agency agreements
- Appointment of agents and authority to bind the principal.
- Software and technology contracts
- SaaS, licensing, and IT services arrangements.
- Contract review and advice
- Reviewing contracts presented by the other side before you sign.
The category of contract matters less than the quality of the terms. A well-drafted NDA protects information. A poorly drafted one creates an argument about whether it does.
Reviewing a contract before signing is not a sign of distrust. It is the appropriate response to being asked to accept legally binding obligations.
What happens after you are charged.
Before deciding whether a contract needs drafting, review, or renegotiation, it helps to understand what the document is actually doing.
A contract allocates three things: obligations, risk, and remedy. Obligations say who must do what. Risk says who bears the consequences if something goes wrong. Remedy says what happens when an obligation is not met. Most contracts do all three imperfectly.
The questions worth asking before you sign anything of commercial significance are:
- What exactly am I obliged to do, and by when?
- What can the other side do if I do not perform?
- What happens if the other side does not perform?
- Which party bears the risk if something unexpected happens?
- Where would a dispute be resolved, and under whose law?
- Does the indemnity clause cover things I have not thought about?
- What does the limitation of liability clause actually limit?
If you cannot answer those questions after reading the contract, that is the first problem. The second problem is signing it anyway.
When templates work, and when they do not.
Most standard-form contracts available online are written for a generic transaction in a generic jurisdiction. They are not written for your business, your industry, or Queensland law. That is not always fatal. For simple, low-value, routine transactions, a reasonable template may be adequate.
The problem is that people often use templates for transactions that are not simple. A supply agreement that includes payment on delivery, exclusivity in a territory, intellectual property in the product, and an indemnity for product defects is not a simple transaction. A template written for a different jurisdiction, by someone who was not a lawyer, without regard to the Australian Consumer Law (Cth) or the Sale of Goods Act 1954 (Qld), is unlikely to serve you well.
The test is not whether a template exists. The test is whether the template captures what you have actually agreed and allocates risk in a way you would accept if the worst happened.
Common drafting traps worth noting:
- Entire agreement clauses. These limit the contract to what is written and exclude pre-contractual representations. That can protect you or harm you depending on which party made the representations.
- Indemnity scope. An indemnity that is not limited in scope, to a class of loss, or to a cap can expose a party to liability far exceeding the contract value.
- Jurisdiction and governing law. A contract that nominates a foreign court or foreign law as the venue for disputes is enforceable. The practical cost of pursuing a claim in that venue may be prohibitive.
- Assignment clauses. Silence on assignment usually means the contract is assignable. That matters if the other party is sold or restructures.
When the other side sends you their contract.
When a supplier, customer, or counterparty presents their standard contract for signature, the document has been written in their interests. That is not a complaint. It is simply how contract drafting works.
The question is whether their terms are ones you can accept. Some will be. Some may require negotiation. A small number may be unacceptable.
A contract review identifies clauses that create obligations you have not noticed, cap remedies in ways that favour the other side, expose you to indemnity obligations that are disproportionate to the transaction, or are inconsistent with your insurance coverage. It also identifies which terms are genuinely non-negotiable and which are included as standard positions that most counterparties push back on successfully.
Receiving a contract is not an instruction to sign it. It is an opening position.
Deadlines and risks.
Contracts do not become problems at signing. They become problems later, usually at the worst possible time.
The risk in commercial contracting is rarely that both parties understood the deal the same way and one side failed to perform. More often, the problem is that the parties had subtly different understandings that the contract did not resolve. By the time that difference surfaces, there may be significant money at stake.
Time limits also apply to contract claims. Under the Limitation of Actions Act 1974 (Qld), claims in contract must generally be brought within six years of the breach. That period sounds generous until there are years of competing invoices, disputed variations, and undocumented conversations to reconstruct.
If a contractual dispute is developing, getting legal advice early keeps options open. Waiting until the relationship has broken down entirely often means the best positions have already been conceded by conduct.
How Fraser Lawyers acts in these matters.
Fraser Lawyers reviews the commercial purpose of an agreement before considering the drafting. A contract that accurately reflects a transaction nobody should have entered is not a good contract.
For drafting work, Blake Fraser takes instructions on what each side has agreed, identifies the gaps and ambiguities, and produces a document that reflects the actual deal. For review work, the firm identifies the clauses that matter, explains their practical effect, and advises on which terms to accept and which to push back on.
For negotiation, Fraser Lawyers works with your counterparty or their lawyers to reach terms that are workable for both sides. Most commercial contracts are negotiated to a close. The aim is to reach agreed terms efficiently, without manufacturing disputes about provisions that are not important.
Documents to bring.
- The contract or draft The most recent version, even if not final.
- Previous versions If terms have been changed between drafts.
- Pre-contractual correspondence Emails or letters in which the key commercial terms were discussed.
- Term sheet or heads of agreement If one exists, it records the agreed commercial terms.
- Quotes or proposals Any document in which pricing or scope was stated.
- Related agreements Existing contracts with the same counterparty, or agreements the new one is linked to.
- Company or trust details ABN, ACN, or trustee details for the contracting entity.
- Relevant insurance policies Particularly public liability and professional indemnity, which the contract may require or affect.
The likely path.
Step 1 — Initial instructions.
You describe the transaction: what each side will do, the commercial terms agreed, and any particular concerns or non-negotiables. This is the most important step. A contract that accurately documents the wrong deal is not useful.
Step 2 — Review or first draft.
For new contracts, Fraser Lawyers produces a draft and explains the key provisions. For review of a counterparty contract, the firm identifies the provisions that create material risk, explains their effect, and advises on what to accept, amend, or reject.
Step 3 — Negotiation.
If the counterparty requires changes, their response is reviewed and a negotiating position is developed. In most commercial contracts, two to three rounds of exchange is typical. The aim is to close the document, not to conduct a legal exercise at the counterparty’s expense.
Step 4 — Execution.
Final terms are agreed, the document is executed by both parties, and copies are kept. If the contract requires any regulatory notification or registration (uncommon in ordinary commercial contracts), those steps are identified and completed.
Step 5 — Post-execution advice.
For ongoing commercial relationships, Fraser Lawyers is available for advice as the contract is performed: interpretation questions, variation requests, performance issues, and, if it comes to it, dispute management.
Questions we hear often.
Plain-English answers to the questions clients tend to ask. If your question is not here, call us.
Get in touchDo I need a written contract, or is a verbal agreement enough?
Most contracts in Queensland do not need to be in writing to be enforceable. A verbal agreement can bind parties to significant obligations. The problem is not validity. It is proof. When a dispute arises, the parties rarely agree on what was said. A written contract is not a formality. It is the record of what was agreed, in a form that does not depend on memory.
What is an entire agreement clause?
An entire agreement clause provides that the written contract is the complete record of the parties’ agreement and supersedes all prior negotiations, representations, and understandings. Its effect is that pre-contractual statements, however important they appeared at the time, are generally not binding unless they are included in the written document. That can protect a party from claims based on things their sales team said. It can also strip a party of reliance on representations that induced them to sign.
How are indemnity clauses different from limitation of liability clauses?
An indemnity clause is a promise by one party to compensate the other for a defined class of loss, regardless of who was at fault. A limitation of liability clause caps the amount one party can recover from the other, or excludes certain categories of loss entirely. The two interact: a broad indemnity in favour of one party can sit alongside a liability cap that benefits the other. Reading them in isolation can produce a false sense of protection on both sides.
Can I use a free template I found online?
Sometimes. For very simple, low-value transactions, a template may be adequate. The risk is that most free templates are not written for Queensland, are not updated for current legislation, and are not written for your industry. The Australian Consumer Law (Cth) imposes consumer guarantees that cannot be excluded by contract. The Sale of Goods Act 1954 (Qld) implies conditions into contracts for the sale of goods. A template that attempts to exclude those obligations creates a document that is unenforceable in the parts that matter most.
What is the time limit for bringing a contract claim in Queensland?
Under the Limitation of Actions Act 1974 (Qld), the general limitation period for claims founded on simple contract is six years from the date of breach. For contracts under deed, the period is twelve years. Time limits can be affected by when the loss was discovered, by acknowledgements of debt, and by other circumstances. If you are approaching the limitation period on a contract dispute, legal advice is worth obtaining promptly.
Can the other side assign the contract to someone else?
Whether a contract can be assigned depends on its terms. If the contract is silent on assignment, the general position under Queensland law is that contractual rights (but not obligations) can be assigned without consent. If you are concerned about the identity of the counterparty, an anti-assignment clause, or a requirement for consent to assignment, should be included in the contract. This is particularly relevant when the contract has been entered on the basis of the other party’s particular skill, financial standing, or relationship.
Talk to Fraser Lawyers about your commercial contract.
A short outline of the transaction is usually enough to identify whether a review or draft is needed and what the work involves. Fraser Lawyers is based at 86 Bundall Road, Bundall, and acts for businesses across the Gold Coast and Queensland.
Visit us in Bundall.
Five minutes from Surfers Paradise, ten from Robina. On-site parking. Talk to us about your matter; we will tell you what we think and what the next step is.
- Office86 Bundall Road, Bundall QLD 4217
- Phone(07) 5554 6116
- Email[email protected]
- HoursMonday to Friday, 8:30am to 5:00pm