Contract Development & Negotiation

A professional services firm engaged Auscorporate after receiving a heavily amended supply contract from a major ASX 100 client. The counterparty’s commercial team had included numerous changes that shifted risk, extended payment periods, introduced unilateral termination rights, and increased liability exposure. These amendments, typical of large, listed companies seeking to assert commercial leverage, posed significant financial and operational risks to the client.

Auscorporate undertook a detailed review of the marked-up contract and identified several clauses that were unbalanced, commercially onerous and inconsistent with the client’s delivery model. These included an open-ended acceptance process, onerous payment terms, an unreasonable termination-for-convenience right and amendments that expanded liabilities beyond what was proportionate for the scope of work.

Our assessment also highlighted that the amendments had been drafted by the counterparty’s commercial team rather than its legal department, indicating that the contract was likely to undergo multiple further rounds of revisions once legal review commenced. Without intervention, the client risked entering a drawn-out negotiation cycle and conceding terms that would have eroded margin, increased cash flow pressure and created long-term delivery risk.

Auscorporate worked with the client’s leadership to understand operational constraints, financial sensitivities and the boundaries of acceptable risk. We then prepared a consolidated commercial position supported by a clear rationale, industry norms and alternative drafting options. This enabled the client to push back confidently, without damaging the relationship with the ASX 100 buyer.

By acting as the commercial buffer, Auscorporate ensured the client did not acquiesce to terms that would have created financial strain or unfavourable precedent for future enterprise contracts. The result was a structured, disciplined negotiation approach that protected margin, reduced commercial exposure and positioned the client for a sustainable long-term relationship with a major corporate customer.

A fast-growing technology services firm engaged Auscorporate after receiving a complex subcontract from a major prime contractor delivering services to the Commonwealth. The subcontract attempted to pass down extensive obligations from the head agreement, many of which were unclear, incomplete or commercially unreasonable for a mid-market subcontractor.

Auscorporate worked closely with the client to develop a clear and consolidated commercial position that addresses these risks. We clarified which obligations were workable, which required negotiated carve-outs, and which could not be accepted without structural changes to scope, pricing or delivery. We also prepared negotiation strategies for issues such as security compliance, knowledge-transfer obligations, service readiness requirements and any SLAs or rebates that may have been embedded in the prime’s head contract.

Our approach allowed the client to push back with confidence, demonstrating commercial maturity while preserving the broader relationship with the prime contractor. Rather than accepting an unfavourable set of terms under time pressure, the client re-entered discussions with a disciplined commercial framework, a clearer understanding of risk boundaries, and strong justification for the requested changes.

Aus corporate’s advice ensured the subcontractor avoided inheriting obligations that were inappropriate for its size and capability, protected its financial position, and positioned it more strongly for future Commonwealth-aligned work. The client achieved a balanced set of negotiated terms that reflected realistic delivery conditions and safeguarded long-term commercial sustainability.

A fast-growing software company engaged Auscorporate after a major enterprise customer sought to amend its Master Services Agreement to include expansive IP warranties and indemnities. Auscorporate’s review revealed that the proposed changes would require the provider to indemnify the customer for any third-party IP infringement related to upstream vendor technology. This posed a significant risk.

We analysed the contractual structure and the existing indemnity provisions, clarifying the distinction between negligent or wilful misuse of third-party IP which was already covered under the agreement and non-negligent, non-wilful infringement, which the customer was attempting to shift entirely to the provider. This reframing enabled a more strategic conversation: while the provider could offer such a warranty, doing so without equivalent upstream protections would create a severe imbalance, particularly where large OEM or cloud providers did not provide reciprocal indemnities.

Drawing on its deep experience negotiating with major enterprises and global technology vendors, Auscorporate prepared a structured negotiation position that outlined commercially viable alternatives to a broad, unrestricted IP indemnity. These included options involving upstream pass-through warranties, mutual indemnity models, liability caps, clearly defined responsibility boundaries and mechanisms to limit exposure related to bundled or third-party components.

By grounding the discussion in commercial risk, Auscorporate enabled the client to respond confidently, preserve its relationship with the enterprise customer, and protect its long-term IP and financial position. Due to the legal complexities of the negotiated position, Auscorporate assisted the client in instructing legal counsel to draft amendments to the contract, resulting in an outcome that strengthened the client’s contractual posture and established a robust framework for handling similar requests in future enterprise negotiations.