Procurement contracts and service agreements

Commission services with a contract that holds the other party to what they promised.

When you engage someone to deliver a service or outcome for your organisation, the contract you use determines what you can do if they underdeliver, miss deadlines, or walk away. A well-drafted procurement contract protects your investment, defines the deliverables clearly, and gives you practical remedies if the engagement does not go to plan.

What are procurement contracts and service agreements and why do they matter?

A procurement contract or service agreement is the document that governs what a supplier delivers to you, when, and to what standard — and what happens if they fall short. Without a properly drafted agreement, disputes about scope, quality, and timelines have no clear contractual reference point, and your options for managing a failing engagement are significantly limited. The contract you put in place before a service engagement begins determines the remedies available to you if it does not go to plan.

What is a statement of work and why is it important?

A statement of work is the document that defines what the supplier is delivering — the deliverables, the timelines, the acceptance criteria, and the performance standards. It is the most important part of any service contract because it determines whether the supplier has met their obligations. A vague statement of work gives the supplier room to argue they delivered what was promised even when the outcome falls short of what you needed.

Who owns the intellectual property created in a service engagement?

Under Australian law, the general position is that the creator owns the intellectual property unless there is a written agreement to the contrary. If you commission a supplier to create software, designs, reports, or other work product, the supplier may own the IP unless the contract provides otherwise. Most procurement contracts for custom work should include an IP assignment to the client, or at minimum a broad licence. We ensure IP ownership is clearly addressed in every contract we draft.

What happens if the supplier does not perform?

Your rights depend on the contract. Without clear performance standards and remedies, your options for a non-performing supplier are limited to general contract law principles, which can be slow and expensive to enforce. A well-drafted contract should include specific performance milestones, acceptance testing requirements, and consequences for failure — including the right to terminate and claim damages.

Should I use the supplier's standard contract or prepare my own?

Where possible, using your own contract gives you the advantage — your terms will be drafted to protect your interests and the supplier negotiates from your starting position. Where the supplier insists on their own terms, we review and negotiate those to protect your interests. In either case, the contract should be reviewed before the engagement begins.
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Deliverables defined

No ambiguity about what is being delivered, when, and to what standard.

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IP and confidentiality protected

Ownership of work product and confidential information clearly addressed.

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Exit rights secured

Clear termination rights so you are not locked in if performance falls short.

Get your procurement contract prepared before the engagement begins.

Talk to ADLV Law today for a no-obligation discussion.

A poorly documented service engagement gives the supplier the advantage.

Service engagements that proceed without a properly drafted contract regularly produce disputes about scope, quality, timelines, and payment. Without clear deliverables, a supplier who delivers something technically responsive but not what you needed has limited contractual exposure. Without IP ownership provisions, work created in the engagement may not belong to you. Without proper termination rights, exiting a failing engagement can be as expensive as continuing it.

When you are engaging a supplier or contractor and need the arrangement properly documented

You are commissioning a significant service and the supplier has their own terms, or there are no written terms at all. You know the commercial relationship well enough, but you want a contract that clearly captures what you are paying for, protects ownership of anything created, and gives you options if the engagement does not deliver what was promised.

What's included in your procurement contract service

A service engagement without the right contract gives the supplier the advantage.

Procurement disputes are almost always disputes about what was actually agreed. A supplier who delivers something that meets a loose specification, even if it does not meet your actual need. A project that runs months over time with no contractual consequences. Work product that the supplier claims partial ownership of because the IP provisions were silent. These outcomes are predictable results of entering a service engagement without a contract that clearly defines the commercial arrangement.

From a handshake engagement to a properly documented arrangement

We work with you to understand what you are procuring and what matters most to you in the engagement. The contract we prepare defines the deliverables clearly enough that there is no ambiguity about whether they have been met, establishes your rights if they are not, and protects the IP and confidential information involved. When the contract is in place, both parties understand the arrangement and you have practical options if it does not go to plan.
Your procurement contract roadmap.

From engagement decision to a properly documented arrangement.

1

Scope and requirements

We take instructions on the service, the supplier, and the key commercial terms before we begin drafting.

2

Draft and negotiate

We prepare the contract and statement of work, advise on any supplier pushback, and work through the negotiation.

3

Execute and manage

We support execution of the contract and can advise on any issues that arise during the engagement.

Commercial lawyers experienced in procurement contracts across technology, professional services, construction, and managed service arrangements.

We understand that getting a procurement contract right requires understanding both the commercial arrangement and the legal provisions that protect it. Our team has drafted and negotiated service agreements across a wide range of industries and knows how to translate your commercial requirements into a contract that is clear, enforceable, and practical.
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We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

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Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

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Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

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Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

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Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

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Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

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It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Get your procurement contract prepared before the engagement begins.

When you engage someone to deliver a service or outcome for your organisation, the contract you use determines what you can do if they underdeliver, miss deadlines, or walk away. A well-drafted procurement contract protects your investment, defines the deliverables clearly, and gives you practical remedies if the engagement does not go to plan.

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