Fixed Fee International Contract Review Checklist

Sarah runs a Melbourne skincare brand and has just been sent a supply agreement by a manufacturer in South Korea. The pricing looks good, the samples are great, and the supplier wants the contract signed by Friday.

Then Sarah notices the contract is in US dollars, governed by Korean law, and says the supplier isn't responsible for shipping delays once the goods leave the factory. Suddenly, the deal feels a lot less simple.

If your business is about to sign an overseas customer contract, supplier agreement or services contract, a fixed fee international contract review can help you understand the real commercial risks before you commit. Cross border contracts can be perfectly manageable, but the details matter.

Do You Need A Fixed Fee International Contract Review?

Yes, if your Australian business is signing a contract with an overseas customer, supplier, distributor, contractor or service provider, it's usually worth getting the contract reviewed before you sign.

A fixed fee review means you know the legal cost upfront, instead of worrying about an open-ended hourly bill. That can be especially helpful when the contract is urgent or you're comparing the legal cost against the value of the deal.

A good review should do more than point out technical legal wording. It should help you answer practical questions like:

• What happens if the overseas party pays late or doesn't pay at all?
• Which country's laws apply if there's a dispute?
• Are you taking on tax, customs, sanctions or delivery risks you didn't price into the deal?
• Is the liability cap fair for the size of the contract?
• Can the other party use your intellectual property, customer data or confidential information?

If you're searching for an international contract review in Australia, check what is included in the fixed fee. For example, will you receive a written summary, marked-up contract comments, a call with a contract lawyer, negotiation points, or a revised version of the agreement?

Free templates can be useful for learning what clauses exist, but they rarely deal with cross border issues properly. A traditional firm may bill by the hour, which can work for complex matters but can be hard to budget. An online fixed fee service can sit in the middle, giving you tailored advice with clearer pricing.

What Should An International Contract Review Cover?

An international contract review should cover the legal terms, the commercial deal, and the cross border risks that can affect your profit and ability to enforce the agreement.

Here is a practical outline of the clauses to check. This isn't a finished contract, and a lawyer should tailor it before you rely on it, but it's a useful way to spot gaps.

1. Parties: Write the full legal names, business numbers and addresses of each party, including ABN, ACN or overseas registration details where available.
2. Scope Of Goods Or Services: Describe exactly what is being supplied, including specifications, milestones, service levels and exclusions.
3. Price And Currency: State the currency, exchange rate mechanism, payment method, bank fees and when invoices are due.
4. Taxes, Duties And Withholding: Say who is responsible for GST, VAT, customs duties, withholding tax and other charges, with accountant input where needed.
5. Delivery And Risk: Set out delivery dates, shipping terms, insurance, title, risk transfer and what happens if goods are delayed or damaged.
6. Intellectual Property: Confirm who owns existing IP, who owns new work, and whether any licence is granted.
7. Privacy And Data: Explain what personal information is shared, where it's stored, and who is responsible for privacy compliance.
8. Confidentiality: Protect pricing, product information, customer lists, source code, designs and business plans.
9. Liability And Indemnities: Check caps, exclusions, indemnities and whether they match the value and risk of the deal.
10. Term And Termination: State how long the contract runs, renewal rules, exit rights and what must happen on termination.
11. Governing Law And Disputes: Choose the law, courts or arbitration process, and how notices and claims will be handled across borders.

One clause can change the economics of the whole deal. For example, a supplier contract priced at USD 24,000 per year may cost about AUD 35,820 when the exchange rate is 0.67, but about AUD 40,000 if the rate moves to 0.60. That's roughly AUD 4,180 extra before you factor in bank fees, shipping, duties or GST treatment.

Which Country's Law Should Govern The Contract?

It depends, but you should choose governing law deliberately rather than accepting whatever appears in the overseas party's template.

The governing law clause says which country or state's law is used to interpret the contract. The jurisdiction clause says where disputes are heard. They're related, but they aren't the same.

For an Australian business, Australian law can be attractive because it's familiar and easier to get advice on. If the other party has no presence or assets in Australia, however, an Australian judgment may still need to be enforced overseas. That can add cost and delay.

Overseas law may make sense where the other party has strong bargaining power, the project is delivered overseas, or the contract is part of a broader foreign legal framework. If you accept foreign law, you may need local legal advice in that country as well as Australian advice.

Courts Or Arbitration?

International contracts sometimes use arbitration instead of court proceedings. Arbitration can be useful because awards may be easier to enforce internationally in countries that are parties to the New York Convention. It can also be expensive, so it isn't always the right fit for smaller contracts.

For lower value contracts, you may prefer a clear escalation process before any formal dispute starts, such as:

1. Written notice of the issue.
2. Seven or 14 days for senior contacts to meet and try to resolve it.
3. Mediation before formal proceedings.
4. A chosen court or arbitration process if the issue is still unresolved.

A cross border contract lawyer can help you weigh up what is realistic, not just what looks strongest on paper.

What Should You Check In A Foreign Supplier Contract?

You should check who carries the risk of delay, defects, shipping, customs, currency movement and compliance with Australian rules.

Foreign supplier contracts can look simple because the commercial terms are often short: product, quantity, price and delivery date. The bigger risks are usually in the fine print or missing altogether.

For goods, check whether your supplier agreement uses Incoterms, such as EXW, FOB, CIF or DDP. These trade terms can affect who arranges freight, who pays insurance, when risk transfers, and who handles customs. If the term is wrong for your arrangement, you may end up paying costs you didn't expect.

You should also check:

• Delivery Dates: Are dates firm deadlines or estimates only?
• Inspection Rights: Can you reject goods if they don't match the agreed specifications?
• Warranties: What does the supplier promise about quality, safety, compliance and performance?
• Recalls And Defects: Who pays if products need to be repaired, replaced or recalled?
• Australian Standards: Do the goods need to meet specific labelling, safety, electrical, therapeutic goods, food or consumer product rules?
• Sanctions: Could the supplier, shipment route, bank or end customer raise sanctions issues?

Australian sanctions rules can apply to Australian businesses and are administered through the Department of Foreign Affairs and Trade under the Autonomous Sanctions Act 2011 and related regulations. If your deal involves higher-risk countries, restricted goods, dual-use technology, defence-related items or unusual payment routes, don't treat sanctions as a box-ticking issue.

A foreign supplier contract review should also consider the Australian Consumer Law if you supply products to Australian customers. You may still owe customers remedies for faulty goods, even if your overseas supplier tries to avoid responsibility to you.

What Should You Check In An International Services Agreement?

You should check scope, service levels, payment triggers, IP ownership, data handling, subcontracting, liability and termination rights.

International services agreements often create risk because the work is intangible. If you're paying for consulting, IT services, software development, marketing, design, engineering, data processing or support services, you need a clear way to decide whether the work has actually been delivered.

Start with the scope. Avoid broad phrases like ongoing support or development services without detail. Instead, set out deliverables, timelines, review rounds, acceptance criteria, out-of-scope work and change request processes.

For example, Mike runs a Sydney SaaS business and hires a development agency in Vietnam for USD 8,000 per month. The draft contract says the agency owns all code until final payment, can use subcontractors without approval, and limits its liability to one month of fees. Mike asks for changes so his company owns the code once each monthly invoice is paid, subcontractors need written approval, and the liability cap is lifted for confidentiality breaches, IP infringement and data security failures.

That doesn't make the contract one-sided. It simply lines up the legal terms with what Mike actually needs to run his business.

If personal information is being sent overseas, check the Privacy Act 1988 and the Australian Privacy Principles. APP 8 deals with cross border disclosure of personal information. Depending on your business and the data involved, you may need to take reasonable steps to make sure the overseas recipient handles that information consistently with the APPs.

Also check the unfair contract terms regime under the Australian Consumer Law and the ASIC Act if you're dealing with standard form contracts. Since 9 November 2023, unfair contract terms can attract penalties, not just be declared void. The regime can apply to small business standard form contracts where at least one party has fewer than 100 employees or annual turnover under $10 million.

What Happens If The Overseas Party Doesn't Pay Or Deliver?

If the overseas party doesn't pay or deliver, act quickly, keep records, and follow the contract process before escalating.

Cross border disputes are usually easier to manage when your paperwork is organised. Before sending angry emails or threatening action, take these steps.

1. Check The Contract: Look at payment dates, delivery obligations, cure periods, notice requirements, dispute steps and termination rights.
2. Collect Evidence: Save the signed contract, purchase orders, invoices, shipping documents, emails, call notes, screenshots and proof of delivery or non-delivery.
3. Send A Clear Written Notice: State what has happened, what clause applies, what you want fixed, and the deadline for fixing it.
4. Pause New Exposure: Consider whether you should stop further shipments, access, work or credit, but check the contract first so you don't accidentally breach it.
5. Work Out The Commercial Outcome: Decide whether you want payment, replacement goods, a refund, a discount, a revised delivery date or a clean exit.
6. Get Help Before Terminating: Termination can be powerful, but getting it wrong can create a counterclaim.

The practical problem with international contracts is enforcement. If the other party is overseas and has no Australian assets, it may be hard to recover unpaid invoices or losses unless the contract gives you a realistic path to enforcement.

That's why dispute clauses should be reviewed before signing, not after something goes wrong. A good clause won't guarantee a perfect outcome, but it can give you more leverage when you need it.

Key Takeaways

• A fixed fee international contract review helps you understand the cost of legal advice upfront and the commercial risks before you sign.
• Governing law, jurisdiction and enforcement matter because a strong contract is only useful if you can realistically rely on it.
• Foreign supplier contracts need careful checks on shipping, risk, defects, customs, sanctions, product compliance and Australian customer obligations.
• International services agreements should clearly deal with scope, IP ownership, confidentiality, data privacy, subcontracting, payment and liability.
• Currency, tax treatment, bank fees and exchange rate movement can change the real value of the deal, so get legal and accounting input where needed.
• If something goes wrong, follow the contract process, keep records and get advice before terminating or escalating.

If you'd like help with reviewing an overseas customer, supplier or services contract, checking governing law and liability clauses, or negotiating practical changes before you sign, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.