You are the person who reads the deal before the deal reads you. These 26 clauses are CBB’s site-wide pre-commitment alignment check — run it on any significant agreement before you commit margin, cash flow, or reputation.
cbb_gatehouse_redflags_marks). Resident access will save completed reviews to your Vault.Who this is for
Any business owner who signs commercial agreements — trade and civil contractors, professional services, retail and hospitality, manufacturing, suppliers, tech, and everyone in between.
When to use it
Before you sign anything that matters: client contracts, supplier agreements, subcontracts, partnerships, service deals, equipment hire, or any commercial arrangement big enough to hurt if it goes wrong.
How to use the 26 clauses
Quick scan (~15 minutes)
Run the Top 10 margin-killers below and every High severity clause against the document in front of you.
Full review
Work through all 26. Mark each clause Pass, Flag, or Needs review. Use the questions as your negotiation list.
The Four Gates
Enter
Who you’re dealing with — entity, authority, term, change of control, power balance.
Understand
What you agreed — scope, price, IP, confidentiality, compliance, document precedence.
Deliver
What it takes to perform — deposits, variations, subcontracting, warranties, insurance.
Downside
When it goes wrong — termination, liability, indemnities, guarantees, disputes, exit.
Disclaimer
This is a practical risk tool, not legal advice. It does not make your business compliant with any law or regulation. Significant agreements need a qualified Australian lawyer. Employment contracts, residential leases, and regulated financial products sit outside this guide.
Several clauses touch areas where the law is complex, high-stakes, or fact-specific — including privacy and data (13), personal guarantees (14), restraints (17), compliance with laws (22), and unfair terms (26). Clauses marked Lawyer review below flag those areas. Do not rely on this guide for enforceability, voidness, penalties, or regulatory compliance; get current advice before you sign.
The 26 Clauses
Loading clauses…
Quick Reference
Top 10 clauses that kill margin
- Scope (2) — undefined scope is unlimited scope.
- Price & payment (3) — profit you can’t collect isn’t profit.
- Deposits (4) — no deposit means you finance their job.
- Variations (5) — unpriced changes are free work.
- Termination (7) — they walk, you wear stranded cost.
- Liability caps (8) — uncapped exposure on a small deal.
- Indemnities (9) — losses you didn’t cause.
- Personal guarantees (14) — company risk becomes your home.
- Set-off (19) — cash held on an allegation.
- Penalties & LDs (20) — penalised for delays you didn’t cause.
Walk away · Negotiate · Accept with eyes open
Walk away
Deal lopsided throughout, fatal clause won’t move, or fixes won’t go in writing.
Negotiate
Problem is a term, not the whole deal. Use the clause questions as your list.
Accept with eyes open
Risk is real but priced and worth it — a choice made knowingly.