US Commercial Contracts for Australian & NZ Businesses.

Technically yes, but it is risky. Australian contracts are drafted under common law principles that differ from US contract law in important ways. US contracts typically require more explicit provisions around limitations of liability, indemnification, intellectual property assignment, dispute resolution, and compliance with US regulations. A contract governed by Australian law may not be enforceable in US courts the way you expect, and it may miss protections that US business partners and their lawyers will expect to see. For any significant US commercial relationship, we recommend either drafting a US-law-governed contract or having your existing contract reviewed and adapted for US use.

Choice of law is the clause in your contract that specifies which jurisdiction's laws govern the agreement. In the US, this is particularly important because each state has its own contract law. A contract governed by California law will be interpreted differently than one governed by Delaware or New York law. For example, non-compete clauses are generally unenforceable in California but may be enforceable in Texas. Your choice of law affects everything from how ambiguities are interpreted to what remedies are available if the contract is breached. We help you select the most favourable governing law for your situation.

It depends entirely on the state. California broadly prohibits non-compete agreements — they are void and unenforceable with very limited exceptions. The FTC has also proposed a federal ban on non-competes, though this is subject to ongoing legal challenges. In contrast, many other states (like Texas, Florida, and New York) enforce non-competes if they are reasonable in scope, duration, and geography. If your business operates across multiple US states, your non-compete strategy needs to account for these variations. We draft restrictive covenants that are tailored to the specific states where your employees and contractors operate.

A standard contract review (single agreement, under 20 pages) typically takes 3–5 business days. Complex agreements, multi-party contracts, or contracts requiring significant negotiation support may take 1–2 weeks. If you have an urgent deadline, we offer expedited review (48-hour turnaround) for an additional fee. We will always confirm the timeline before commencing work.

We draft and review a wide range of US commercial contracts for Australian businesses, including: Non-Disclosure Agreements (NDAs), SaaS and software licensing agreements, terms of service and terms of use, distribution and reseller agreements, supply and manufacturing agreements, independent contractor agreements, consulting and service agreements, IP assignment and licensing agreements, and master service agreements (MSAs). If your contract involves US law or US counterparties, we can help.

The Uniform Commercial Code (UCC) is a set of standardised commercial laws adopted (with variations) by all 50 US states. Article 2 of the UCC governs the sale of goods and applies automatically to any contract for the sale of goods in the US — even if your contract does not reference it. If your Australian business sells physical products in the US, your contracts must account for UCC provisions. This is one area where Australian contracts often fall short, as Australian consumer and sale of goods law operates differently.

Indemnification is far more common and consequential in US contracts than in Australian commercial agreements. In the US, indemnification clauses can require one party to compensate the other for third-party claims, losses, and legal costs — including attorneys' fees, which are not automatically recoverable in the US (unlike in Australia where costs typically follow the event). US indemnification clauses often include "defend, indemnify, and hold harmless" language, each word carrying distinct legal meaning. Getting the scope and limits of indemnification right is critical — an uncapped indemnity obligation can expose your business to significant liability.

While not legally required in the same way as trademark filing, using a US attorney for US-governed contracts is strongly advisable. US contract law varies by state, and provisions that are standard in Australia may have unintended consequences under US law. A US attorney understands how US courts interpret contract language, what implied terms may apply under the UCC or state law, and how to draft provisions that will hold up in US litigation or arbitration. As a California-admitted attorney based in Sydney, Stephen understands the US, Australian, and New Zealand legal systems and can ensure your contracts work across jurisdictions.