Contract clauses, one at a time

When a senior salesperson resigns to join a rival, the last thing the business wants is three more months of client meetings. Garden leave solves that problem, but only cleanly when the contract gave the employer the right to use it.

Calling someone a contractor is the easy part of a contractor agreement. The clause earns its place only when the terms around it, and the daily reality of the work, point the same way.

Leave is where a contract most often promises something the law already gives, or quietly offers less. A clause that names each entitlement, points to the statutory floor and says what is extra settles most leave disputes before a request is ever refused.

The live question with a non compete is rarely whether it was signed, but how much of it would survive a challenge. Since September 2026 there is a second question, because draft federal legislation would ban the clause for most workers.

Most businesses worry less about where a departing account manager works next than about which clients and colleagues follow. A well drafted non solicitation clause targets exactly that, which is why it is often the restraint that survives when a broader one fails.

Notice is the clause most people read only on the day they need it. By then its two numbers, what the employer owes and what the employee owes, decide the final pay, the last day and sometimes when a new job can start.

A salary that covers reasonable additional hours sounds tidy until a busy quarter pushes those hours past what the award would have paid for. The overtime clause is where that gap is either measured and paid or quietly left to grow.

A probation clause is most useful as a promise to review performance at a set point and say so in writing. It is least useful when someone believes it lets a job end without notice or protection, because neither is true.

Redundancy is the one ending where both sides agree nobody did anything wrong, which is why the payment and the process carry all the weight. A clause that commits to consultation, redeployment and a clear calculation makes a hard conversation shorter and the result easier to defend.

Hybrid arrangements agreed over a coffee tend to unravel when a manager changes or the lease on the office does. A clause that names the days, the workspace rules and the notice needed to change them protects the arrangement for both sides.

Most pay disputes start with one ambiguous word, usually package, inclusive or review. A remuneration clause that states the base figure, what sits on top of it and what a review does and does not promise leaves nothing to interpret on the first pay slip.

Australian drafters cannot know in advance which period and area a judge will accept, so they write several and let the court choose. That device, the cascading restraint, is useful, frequently criticised, and now the subject of federal consultation.

Superannuation clauses written before 1 July 2026 often promise quarterly contributions, a timing that no longer meets the law. A clause that refers to the guarantee rate and the payday deadline, rather than to fixed dates, stays correct when the rules move again.

Almost nothing is built from nothing. A development team brings libraries, a studio brings templates, and a consultant brings models, so an assignment clause with no background carve out promises something the maker cannot deliver.

Inside a services or employment agreement, this clause is rarely read until somebody leaves. Its real drafting questions are about how it interacts with the other clauses rather than about the duty itself.

Software suppliers ask customers for ideas constantly, then build the good ones into a product sold to everyone. The feedback clause exists so that nobody later claims a share of a feature because they mentioned it on a support call.

Commissioning work and owning it are different things, and the default under Australian copyright law favours the maker rather than the payer. The clause that changes that has to be in writing and signed to have effect.

A licence that names only the work and the price has left five of the six questions open, and each of them decides something the parties will care about later. Most licensing disputes are about a term the grant never mentioned.

An assignment of copyright moves ownership and leaves the author's personal rights untouched. A client that edits, crops or publishes work without a byline is dealing with those rights, whether or not anybody planned to.

The clause is easy to agree and easy to draft too widely. A promise that covers truthful statements to a regulator, a court or a health and safety inspector is a promise that will not hold and should not be asked for.

Almost every modern application is mostly open source components glued together with custom code. The clause does not stop that, it makes sure the client knows which licences arrived with the software and that none of them carries an obligation the client cannot live with.

Almost every agency, studio and consultancy sells on who it has worked for, and almost every standard confidentiality clause quietly forbids that. The publicity clause is where the two are reconciled, before anybody has published anything.

This is the clause most often drafted as a promise nobody can keep. Asking a business to delete every copy including backups is asking an IT team to do something its systems were built to prevent.

A three year confidentiality tail is sensible for pricing and forecasts and useless for a recipe. Separating the two lets one obligation expire on schedule while the other runs for as long as the secret lasts.