Commercial contract review checklist (AU)
Commercial contract review is a structured exercise — most reviews can be completed by walking through the same set of risk areas in the same order. This checklist covers the 12 most important review steps for AU commercial contracts.
This is a 12-step checklist for reviewing Australian commercial contracts. It covers the standard risk areas — parties and capacity, scope of obligations, payment, IP, liability, indemnity, termination, and Australian Consumer Law compliance. Use it on every commercial contract review.
The checklist
Verify the parties and capacity
Confirm the legal name, ABN/ACN, registered office, and signing authority of each party. Verify the signatories have authority to bind the entity.
Review the scope of services or supply
Confirm the scope is clearly defined and matches the commercial agreement. Identify any vague or open-ended language that could be exploited.
Check payment terms
Confirm payment amount, timing, currency, and any escalation provisions. Identify late payment consequences and dispute mechanisms.
Identify warranties
List the warranties given by each party. Check if any are excluded or limited in time. Confirm they reflect the commercial position.
Review the indemnity clauses
Identify any indemnities and assess the scope. Indemnities can give rise to broader liability than damages for breach. Flag uncapped indemnities.
Check the limitation of liability
Identify any liability caps, exclusions of consequential loss, and time limits for claims. Confirm caps are reasonable and consistent with the risk profile.
Review IP ownership and licensing
Confirm who owns IP created under the contract, what licences are granted, and whether moral rights are addressed.
Check confidentiality and data handling
Confirm confidentiality obligations, the duration, and how confidential information is treated post-termination. Address Privacy Act compliance for personal information.
Review termination rights
Identify when each party can terminate — for cause, for convenience, on insolvency, on change of control. Check notice periods and consequences.
Check ACL compliance
For consumer or small business standard form contracts, identify any unfair contract terms under section 25 of the Australian Consumer Law.
Review boilerplate clauses
Confirm governing law, jurisdiction, dispute resolution, force majeure, assignment, and entire agreement clauses are appropriate.
Identify any unusual or non-standard provisions
Flag any provisions that depart from market practice or the original commercial agreement. These warrant specific attention.
When this checklist applies
Use this checklist on every commercial contract review. Run through each item and produce a structured advice memo flagging the risk areas and proposed amendments.
Common pitfalls
- Missing limitation of liability provisions buried in the boilerplate section
- Failing to identify uncapped indemnities that significantly expand exposure
- Overlooking change of control clauses that may trigger on a future transaction
- Not checking ACL unfair contract terms compliance for standard form contracts
- Treating boilerplate clauses as unimportant — governing law and dispute resolution matter
Run this checklist on a real matter
Quillio reviews commercial contracts in seconds, walks through this checklist automatically, and produces a structured advice memo flagging each risk area. See /practice-areas/commercial-lawyers or start a free trial.
This checklist covers standard commercial contracts. Specialist contracts (M&A, financing, technology licensing) may require additional review steps.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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