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Contract review lawyers · Sydney

Contract Review Lawyers in Sydney

A contract review lawyer checks an agreement before you sign it, marks up the clauses that put risk on you and explains what to ask the other party to change. Reviews start at $1,500 + GST, and your first call with us is free.

Mark Lazarus, Director of Lazarus Legal

Reviewed by Mark Lazarus, Director and Principal Solicitor. Updated November 2026.

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Get Your Agreement Right First

What does a contract review lawyer do?

A contract review lawyer reads an agreement before you sign it, identifies the clauses that put risk on you, and tells you which changes to ask for.

In most cases the other party to the contract has prepared the document, such as a supplier's standard terms, a software licence or a draft from an overseas business partner. Sometimes it is your own agreement, returned with a customer's comments on it. Either way, we check it against what you have agreed commercially and against the law that will apply, then turn each problem we find into a change you can send back.

Reviewing an agreement is a different job from writing one. If you need an agreement drafted from scratch, our contract lawyers can help, and if a contract has already been breached, our breach of contract lawyers can enforce it or defend the claim.

A review that includes a mark-up runs in five stages, although the fifth only arises if the other party comes back with changes.

  1. Send us the agreement

    Start by sending the agreement as a Word file, together with the earlier version if the other party is responding to one. It also helps to include a short list of the points that matter most to you, and any emails or proposals in which the other party has already agreed to something. Mark reads everything and replies with his first view of the main issues, along with the fee for the type of review that suits you.

    Word file, not PDF or Pages

  2. We mark up the agreement

    We make our changes in the agreement itself using tracked changes, so you can see every edit. Our notes to you are highlighted, and anything in square brackets [●] either needs your input or has to be agreed with the other party. Where the other party has left comments, we answer each one in the margin beside the clause it relates to. If the agreement will go back to them with tracked changes, we set those changes up under your business's name so they read as your own edits.

  3. We explain the changes

    The mark-up comes with an email that explains the changes in plain terms, starting with the points that carry the most risk.

    For each one, it gives you a fallback position: what you could accept if the other party pushes back.

    The email also lists any terms you should refuse outright, and any facts we need you to confirm before the agreement goes back, such as the correct company name or whether your insurance covers a particular risk. Where a question is better answered by another adviser, such as your accountant or insurance broker, we say so and tell you what to ask them.

  4. You send your comments

    Once you have read the review, send us all your comments together within 7 days. Our fee covers one round of changes based on those comments, after which we send you two versions: one for the other party, with our notes removed, and one for your own file that keeps them. If it would help, we can also draft the covering email for you to send with the agreement.

    Comments within 7 days

  5. If the other party responds

    If the other party comes back with changes, reviewing them and negotiating with the other party fall outside the review fee. We give you an estimate before starting and then charge our hourly rate. Sometimes the other party sends a fresh draft of its own rather than responding to our changes. In that case we usually keep working from our version and carry the new draft's details across, so that nothing the other party has already accepted is lost.

Meet your contract review lawyers

Mark Lazarus checks the advice on every review before it reaches you, and Chen Gabay looks after reviews of software, licensing and investment documents.

Mark Lazarus, Director of Lazarus Legal

Mark Lazarus

Director and Principal Solicitor

Many of Mark's reviews involve an overseas party, a foreign governing law or an agreement written in two languages. Before growing the firm, he spent six years as Global Legal Director at Monster Energy across Europe, the Middle East, Africa and Asia Pacific, and he is admitted in Australia and in England and Wales.

View Mark's profile
Chen Gabay, Associate at Lazarus Legal

Chen Gabay

Associate

Chen reviews software and licensing agreements, as well as the subscription and investment documents companies sign when they raise capital. When a review needs a barrister's opinion, for example on whether contractors could be treated as employees, Chen briefs the barrister and then carries the recommended changes into the agreement.

When should you have a contract reviewed?

Have a contract reviewed while you can still change it: before you sign or renew it, and each time the other party changes the terms.

  1. A supplier sends you its standard terms. That template is written to protect the supplier, so a review shows which terms put risk on you and which changes you can realistically ask for.

  2. You have agreed to terms that are not in the document. Price, roles and cancellation terms are often settled by email or on a call, but many agreements state that the written document is the entire agreement. If a point has not been written in, it may not count.

  3. An overseas party wants its own law and courts to apply. A foreign governing law can make a dispute harder and more expensive to run, and a clause sending disputes to an overseas court or to arbitration (a private hearing instead of a court) can mean you have to run the dispute overseas. If the agreement is in two languages, it should also say which version prevails.

  4. The other party sends a new version. A fresh draft can drop changes you had already agreed or add new terms, so compare it with the last agreed version before going any further.

  5. A customer comments on your agreement. Each comment needs an answer, and you need a clear view of what you are prepared to give up and what you are not.

  6. You use the same terms with every customer. That means one unfair clause is repeated in every contract you sign. Where those customers are consumers or small businesses, the unfair contract terms laws can apply to each one.

  7. Your business has outgrown its agreements. After growth, an acquisition or a restructure, older agreements may name the wrong company or leave gaps that your new templates should close.

Already in a dispute? A review is about changing terms before you are bound by them. If a contract has already been breached, our breach of contract lawyers can explain your options.

What does a contract review check?

A contract review checks the clauses that affect what you must do, what you will pay and what you can claim, starting with who the parties are and finishing with which law applies.

  1. Parties and term. We check that the company names and ABNs match throughout, including in the signature block, and that the start date, length and any renewal work the way you expect.

  2. Price and payment. We look at whether the other party can raise its fees, how GST is shown, when payment falls due, and whether you can deduct money it owes you.

  3. Scope and roles. We make sure the agreement itself says who does what, rather than leaving it to a proposal or brochure that may not form part of the contract.

  4. Liability caps and indemnities. A liability cap sets the most one side can recover from the other, so we check what it covers and what it leaves out. We also check any indemnity, which is a promise to pay for the other party's losses, because an indemnity that sits outside the cap can leave what you owe unlimited. See how limits on liability work.

  5. Claims and notice periods. We check how long you have to report errors, damage or defects, and whether that period is realistic for the way your business operates.

  6. Termination and exit. We look at who can end the agreement and on how much notice, and at what happens to your stock, data and payments when it ends.

  7. Intellectual property. We confirm what the other party owns, what you keep, and who will own anything created while you work together.

  8. Law, disputes and unfair terms. We check which state's or country's law applies, how disputes will be resolved, and whether any term could be unfair under the Australian Consumer Law.

For more detail on the six clauses that most often cause problems, see our contract review checklist.

Which contracts do we review most?

The agreements we review most often are supply, logistics, software, services and collaboration agreements.

Contracts we review and what we look for
ContractWhat we look for
Supply and manufacturing agreementsWho pays for a recall, who is liable for faulty goods, what the minimum orders are, and who bears the risk while goods are in transit.
Warehousing and logistics agreementsWho is responsible for your stock, how long you have to make a claim, insurance, any right for the warehouse to hold your goods until it is paid, and how your stock comes back at the end.
Software and platform licencesWho owns the data and output, when access can be suspended, how data is returned at the end, and whether the user terms match the main agreement.
Services agreementsWhat is included, whether fees can rise, the minimum term, and what happens if either side leaves early.
Collaboration and joint venture agreementsHow profit and costs are shared, who pays if the project is cancelled, who owns what each side brings, and whether the arrangement could be treated as a partnership.
Commissioning and creative agreementsWho owns the copyright, whether you need the creator's consent to change the work, and when the source files are delivered. See our intellectual property lawyers.
Management and agency agreementsEach side's right to end the agreement, exit fees, and what the agent can approve on your behalf.
Distribution agreementsExclusivity, territory, sales targets, and what ends the appointment.
Employment and contractor agreementsWhether a contractor could be treated as an employee, limits on working for competitors after leaving, and who owns work created on the job.
Shareholders agreementsHow decisions are made, and how shares are transferred and owners exit.
Commercial leasesRent reviews, what you must repair when you leave, and which building costs you share.
Customer terms and conditionsWhether they match how you actually sell, refunds and cancellations, and limits on your liability.

If you need one of these agreements written rather than reviewed, our contract lawyers can draft it.

What should your business terms and conditions include?

Your terms and conditions should set out who the customer is contracting with, what they pay and when, how cancellations and refunds work, and who is responsible when something goes wrong.

Many of our reviews are of a business's own terms and conditions rather than an agreement someone else has prepared. Above all, they should match how your business actually sells, and that is the first thing we check when we review them.

For an online platform, the first question is whether the platform sells the service itself or only connects customers with suppliers. In one recent review, a booking platform wanted its terms to say it "simply facilitates" bookings, but we left that wording out because the founder had confirmed the platform takes payment as the seller. Terms that misdescribe how a business operates are difficult to rely on if a dispute arises.

If people can browse your site without creating an account, your terms should make clear that they apply to browsing as well as to bookings. Many platform terms limit the platform's liability for what third-party suppliers do. That is allowed, but the limit cannot exclude the consumer guarantees in the Australian Consumer Law or the remedies that come with them, such as a repair, replacement or refund. Worked examples can help customers understand a refund policy. Customers may rely on them, though, so each example must match the clause it illustrates. Where more than one of your website policies covers the same process, such as refunds, each should describe it in the same way.

The unfair contract terms laws apply to standard form contracts with consumers and small businesses. A standard form contract is one offered on a take-it-or-leave-it basis, and a small business, for this purpose, is one with fewer than 100 employees or annual turnover under $10 million. Since 9 November 2023, proposing, using or relying on an unfair term in a standard form contract made, renewed or varied on or after that date can attract a penalty. For a company, the maximum penalty is the greatest of $50 million, three times the benefit it obtained, or 30% of its adjusted turnover during the breach period. The turnover measure only applies if the benefit cannot be worked out. Our guide to unfair contract terms explains what makes a term unfair.

Your terms and your privacy policy also need to describe the same business. If the Privacy Act applies to you (generally where annual turnover is over $3 million, although some smaller businesses are covered as well), two issues come up often. The first is that any form on your site that collects personal information, such as a booking or enquiry form, should tell people at that point how their information will be used. The second is that if you send personal information to a provider overseas, your privacy policy must say so and, where practicable, name the country.

How long does a contract review take?

A review of a single agreement usually takes about five business days from when you have signed our costs agreement and paid the deposit (half the fee) into our trust account.

Reviewing and finalising a set of customer terms and conditions generally takes 7 to 10 business days, while a focused review of a few issues can often be completed sooner than a full review.

In practice, the overall timing depends less on the length of the agreement than on having the right version from the start, how quickly your comments come back, and how quickly the other party responds.

If you have a signing date, let us know when you first get in touch. If meeting it would mean moving other work, we will tell you about any urgency fee before we start.

How much does a contract review cost?

A contract review with us starts from $1,500 + GST ($1,650 including GST), which covers a mark-up of the agreement, an email explaining the risks and one round of changes.

Contract review fees
ReviewWhat it includesFee
To start
Light-touch reviewWe mark up the clauses that carry the main risks, explain them in an email, and make one round of changes once you have read it.$1,500 + GST($1,650 incl. GST)
Focused review of the issues you nameWe give you written advice on the clauses or questions you list, set out the changes we recommend, and talk them through with you on a short call.$1,750 + GST($1,925 incl. GST)
Full review and reusable agreementWe mark up every clause, explain each important change in writing and make one round of changes, leaving you with a clean copy you can reuse. A call is included.$2,750 + GST($3,025 incl. GST)
Your customer terms and conditionsWe review your drafts, address the legal and practical risks, and give you final versions ready to use. We quote once we have seen the drafts.Quoted
Review of many existing agreementsWe work in stages and quote once we have seen the agreements.Quoted
Only if needed
The other party's response, or further roundsCharged at our hourly rate, with an estimate before we start.Estimate first
Urgent turnaroundWhere meeting your date means moving other work. We tell you before we start.Quoted
Changes well beyond the included roundFor example, changes to almost every clause after delivery. We quote before starting.Quoted

Which review suits you depends on what you plan to do with the agreement. If you will sign it once, a light-touch or focused review is usually enough, but if you intend to reuse it with other contractors or partners, the full review gives you a version you can keep using.

Half the fee is paid into our trust account before we begin, and all work is carried out under a formal costs agreement and covered by our professional indemnity insurance. For fees on other legal work, see how much lawyers charge.

Want a quote for your contract review?Send us the agreement and your signing date.

Call (02) 8644 6000Book a consult

Contract review case studies

The six reviews below cover a training program, warehousing, software licensing, an agency's services agreement, a group's existing agreements and a property manager's owner agreement. We have not named the clients, and we have changed any details that could identify them.

Training program with an overseas partner

Education and training · Collaboration agreement

Client
A small Sydney consultancy planning a three-day training program in Australia with an overseas training company.
Challenge
The overseas company had agreed to most of the client's requests by email, yet almost none of those points appeared in the agreement. Because the client would collect the participants' fees, participants could claim refunds from her under the Australian Consumer Law, even if the problem lay with the overseas company. The plan to split profit 50:50 while running the program together could also have looked like a partnership.
What we did
9 points
  • Wrote the points already agreed by email into the agreement, including who would be responsible for what.
  • Stopped either side from committing to non-refundable costs until the dates, minimum enrolments and visas were confirmed, except for costs both sides approved in writing, such as a venue deposit.
  • Made the party at fault pay if the program was cancelled, with approved costs shared equally if neither side was at fault.
  • Added an approved budget, receipts, payment within 30 days in both directions, a process for disputed figures, and a right for the client to deduct money owed to her from the partner's share.
  • Added a clause confirming the arrangement is not a partnership, joint venture or agency.
  • Required the certificates to state that they are issued by the overseas company and are not Australian accredited qualifications.
  • Prevented the overseas company from approaching the client's own contacts directly for 12 months, limited to Australia.
  • Chose NSW law, with negotiation and then mediation by video for any dispute, and made the English version prevail.
  • Referred the GST, visa and insurance questions to her accountant, a registered migration agent and her broker.
Outcome
We sent the mark-up with a draft email the client could send to the overseas company, explaining each change in plain terms. The overseas company had offered to redraft the agreement itself, but we advised the client to send our version instead so that she kept control of the wording.
What this shows
Points agreed by email are safest once they are written into the agreement itself.

Warehousing provider's services agreement

Food and beverage · Warehousing and fulfilment

Client
A beverage brand using an Australian warehouse to store and dispatch its imported stock.
Challenge
The warehouse's standard agreement allowed it to raise fees once the initial fixed-price period ended, gave the brand very little time to report errors or damage, and left most of the risk of lost stock with the brand. Partway through our review, the warehouse sent a new version of its own that capped its liability for the brand's stock at $50,000 per incident and $100,000 in total.
What we did
8 points
  • Required both sides to agree in writing before any fee could change.
  • Gave the brand more time to report incorrect orders, missing stock and damage.
  • Strengthened the warehouse's insurance obligations and required it to cover losses caused by its breach, negligence, fraud or deliberate misconduct.
  • Preserved the brand's right to take back its stock when the agreement ends, and allowed the warehouse to hold stock only for unpaid amounts that are not in dispute.
  • Proposed a $250,000 limit on the warehouse's liability for the brand's stock.
  • Required the warehouse, when the agreement ends, to hand over final stock records, keep the brand's online access open during the move and help with the transfer to a new provider.
  • Kept working from our mark-up when the warehouse's new version arrived, carrying across only its new practical details, such as delivery hours and photos of damaged goods.
  • Let the client know before starting that working through the new version would cost extra, on top of the agreed fee.
Outcome
The brand received one updated mark-up, ready to send to the warehouse, that kept all its protections and held its $250,000 position rather than accepting the warehouse's new caps.
What this shows
When the other party sends a new draft of its own, carrying its new details into your version keeps the protections you have already put forward.

University software agreement and user licence

Education technology · Software licence

Client
The Australian arm of an overseas company that licenses an online teaching platform to universities.
Challenge
Every student and lecturer had to accept a user licence, even though they were not parties to the main agreement with the university. The user licence was governed by the law of a European country, with arbitration overseas, while the main agreement was governed by NSW law. The two documents also named different companies within the group, and the user licence excluded all warranties in a way the Australian Consumer Law does not allow.
What we did
9 points
  • Combined the appendices into a single agreement, and added the missing definitions and standard clauses, such as how notices are given.
  • Confirmed that the client owns the platform, its system data and anything the platform generates, while each university keeps ownership of its own material and has a limited licence to use the platform.
  • Separated each university's private material from material shared in a common library, and asked the client to confirm that universities would accept the sharing terms.
  • Allowed the agreement to be ended for a serious breach not fixed within 30 days.
  • Allowed access to be suspended for non-payment or suspected misuse.
  • Gave universities 60 days to retrieve their data after the agreement ends.
  • Rewrote the privacy terms for the Privacy Act, covering overseas transfers and data breaches, and added a clause on the use of AI.
  • Limited the warranty exclusions so they do not override the Australian Consumer Law.
  • Recommended bringing the user licence into line with the main agreement, with the same governing law, the same consumer protections, a clear statement of which company is responsible, and access ending when the main agreement ends.
Outcome
The client received a single combined mark-up and a short list of points to confirm, including whether it still needed its rights, as drafted, to use customer data for AI.
What this shows
Users who click "accept" are bound by the user licence rather than the main agreement, so the two documents need to say the same thing.

Agency answering its customer's comments

Marketing services · Services agreement

Client
A digital marketing agency whose new customer had commented on the agency's services agreement.
Challenge
The customer had commented on most of the agreement, and the agency wanted to reply before a Friday deadline. The agreement also named one company at the start and a different company, with a different ABN, in the signature block.
What we did
6 points
  • Answered each comment in the margin beside the relevant clause, under the agency's name, so the agency could send the document back as its own reply.
  • Added a clause setting out the agency's own obligations and promises.
  • Made the clause excluding consequential loss apply to both sides as the customer had asked, while keeping the agency's right to its fees for the rest of the minimum term if the customer left early.
  • Limited the media budget clause so it applies only if a budget is agreed later.
  • Gave the agency a fallback position for each likely objection, along with a short list of terms it should not accept.
  • Listed what the agency needed to confirm before replying: which company is contracting, whether its insurance covers the risks, and the start date.
Outcome
The mark-up went back before the agency's deadline. A cancelled meeting had freed up the time, so no urgency fee applied.
What this shows
With a fallback position ready for each point, a client can handle the next round of negotiation without needing to come back to us.

Reviewing a group's existing agreements

Consumer goods · Review of existing agreements

Client
The Australian business of an international consumer brand, operating through six companies.
Challenge
The group had around 100 to 130 agreements with contractors, employees, distributors and suppliers, written at different times, and it also needed a number of new agreements.
What we did
4 steps
  • Agreed with management to review the existing agreements first, so that the new templates would fix the problems the review found.
  • Stage 1: a risk review of all existing agreements, together with a new agreement for a distributor.
  • Stage 2: agreements for two individual contractors.
  • Stage 3: changes to existing agreements; standard templates for contractors, distributors and senior staff; employment agreements for senior staff, with advice on what happens if the business changes hands; and services agreements between the six companies.
Outcome
The group approved the staged plan at a discounted fee and shared all of its agreements so the review could begin.
What this shows
Reviewing existing agreements before drafting new ones means the new templates fix the problems the business actually has.

Owner agreement for a property manager

Property management · Standard agreement

Client
A property management business that uses the same agreement with every property owner.
Challenge
The client wanted to be able to end the agreement at any time without notice, while owners would have to give six months' notice and pay an early exit fee. An owner who did not reply within 48 hours would be treated as having given approval, and the business also wanted to charge interest on money it advanced for repairs.
What we did
6 points
  • Required the business to give 30 days' notice to end the agreement, while keeping its right to end it immediately if the owner seriously breaches it. We explained that a right to end it at any time risked being an unfair contract term.
  • Allowed interest on advances only where they are not repaid on time. We also flagged that where the owner is an individual, charging for credit to renovate or improve a residential investment property can bring in the National Credit Code and the need for a credit licence.
  • Drafted the early exit fee to the client's formula, applying to owners who leave early or are terminated for default, and suggested a discount to make the fee easier to defend.
  • Drafted the 48-hour approval rule as instructed, with a comment setting out a lower-risk alternative.
  • Stated for each fee whether GST is included or charged on top.
  • Agreed a reduced fee before making the client's later changes, which went well beyond the included round of changes.
Outcome
The business now has the revised agreement and four decisions to make before it starts using it.
What this shows
In a standard agreement, a right that only one side holds is usually the first place an unfair term shows up.

Facing something similar with an agreement?

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Why Sydney businesses choose our contract review lawyers

1975The year Barry Lazarus founded the firm

  1. Advice you can negotiate with. We tell you what to give up and what to hold, so you can run the next round of negotiation yourself (case study 4).

  2. You keep control of the wording. If the other party offers to redraft or sends a new version, we keep working from ours so that agreed protections are not lost (case studies 1 and 2).

  3. Experience with overseas parties. Foreign partners, foreign governing law and agreements in two languages are a regular part of our review work (case studies 1 and 3).

  4. No surprise fees. If a matter grows beyond the agreed review, we tell you and agree the fee before doing the extra work (case studies 2 and 6).

What clients say about our contract work

Mark helped us with a contract review and was fast, accurate and great to deal with.

Chris RedshawGoogle review

Your first consultation

Your first call with us is free.

Mark will ask what the agreement is for, what you have already agreed with the other party and when you need to sign, and will then confirm in writing which review suits you and what it will cost. If you would rather skip the call, send us the agreement and we will reply with our first view.

Book a consultCall (02) 8644 6000

What to send us

  • The agreement as a Word file, rather than a PDF or Pages file.
  • The earlier version, if the other party is responding to one.
  • Any emails, proposals or term sheets in which points were agreed.
  • Your list of concerns, with the most important first.
  • Your signing date or deadline.
  • The full legal name, ABN and address of the business that will sign.
  • Your budget, if you have one in mind.

Send us the agreement before you sign.

Book a consultCall (02) 8644 6000