Consultancy Agreement (AU) by OLL
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CONSULTANCY AGREEMENT (AUSTRALIA)
Governed by the law of the Australian State or Territory chosen in Clause 13
Note: Use this Agreement when an Australian business engages a consultant to provide professional services as an independent contractor, for example advice, strategy, design, technology, marketing or project work. The consultant can be a company, a sole trader or another business. It is not suitable for someone who will work like an employee, under the business's direction, on an ongoing basis and only for that business: use an employment contract instead. It is also not designed for architectural, design, engineering or other services for building or construction work, which security of payment laws in each State and Territory regulate (in Victoria, for example, the Building and Construction Industry Security of Payment Act 2002 (Vic)). Complete every yellow field, keep one Option in each Option block and delete the others, then complete Schedule 1.
This Consultancy Agreement (the "Agreement") is made on [agreement date] (the "Agreement Date") between:
(1) [legal name of the client] ([acn or abn of the client]) of [registered office or principal place of business of the client] (the "Client"); and
(2) [legal name of the consultant] ([acn or abn of the consultant]) of [registered office or principal place of business of the consultant] (the "Consultant").
The Client and the Consultant are each a "Party" and together the "Parties".
Note: For a company, use its full name as registered with ASIC, its ACN and its registered office. For a sole trader, use the individual's full name (a business name on its own is not a legal person), their ABN and their principal place of business. Type the number with its label, for example "ACN 123 456 789" or "ABN 12 345 678 901". If a Party signs as trustee of a trust, add "as trustee for" and the name of the trust after its legal name, and keep Clause 14.10.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Background IP" means the Intellectual Property Rights, and the materials in which they exist, that a Party owns or holds under licence before the Start Date or creates independently of this Agreement.
"Business Day" means a day other than a Saturday, Sunday or public holiday in the capital city of the State or Territory whose law governs this Agreement under Clause 13.1.
"Client Materials" means all documents, information, data, software and other materials that the Client, or anyone acting for it, provides to the Consultant in connection with the Services.
"Confidential Information" means information, in any form, that is disclosed by or on behalf of a Disclosing Party to the Receiving Party or its Representatives in connection with this Agreement, whether before, on or after the Agreement Date, and that is marked as confidential or that a reasonable person would understand to be confidential because of its nature or the circumstances of its disclosure, including:
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Consultancy agreement for independent contractors in Australia
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About this template
What is this template?
This document is an agreement for professional services between a client and an independent consultant in Australia. It contains specific clauses for ABN/ACN identification, Australian GST (tax invoice) requirements, and optional superannuation contributions under the Superannuation Guarantee (Administration) Act 1992 (Cth). It is not an employment contract and should not be used for construction work regulated by security of payment laws.
When should you use it?
Use this template when an Australian business needs to hire an external professional for a project or defined period while ensuring they are not classified as an employee. If the worker will be under the business's direct control on an ongoing basis, use an Employment Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3.1 | Standard | The Consultant must perform Services with due care and skill, using qualified personnel who hold every license the law requires. |
| 3.3 | Personnel, substitution and subcontracting | The Consultant may replace Key Personnel with individuals of equivalent skill by giving written notice, subject to the Client's reasonable objection within 5 Business Days. |
| 4.4 | Superannuation | The Client must make superannuation guarantee contributions at the statutory rate if the individual Consultant is treated as an employee under the Superannuation Guarantee (Administration) Act 1992 (Cth). |
| 5.2 | Invoicing and payment | The Client must pay each Valid Invoice within the period specified in Schedule 1, which may be 14 or 30 days. |
| 6.2 | Contract Materials | The Consultant either assigns all Intellectual Property Rights in Contract Materials to the Client or grants a perpetual, irrevocable, worldwide, royalty-free license. |
| 7.5 | Duration | Confidentiality obligations continue for a specified period, such as three years, after the Agreement ends, except for trade secrets which remain protected indefinitely. |
| 10.3 | Liability cap | Each Party's total liability is limited either to the total Fees paid and payable or to a fixed dollar amount specified in Schedule 1. |
| 11.1 | Termination for convenience | Either Party may end the Agreement by giving a convenience notice period, such as 20 Business Days, if Option A is selected. |
| 12.1 | Non-solicitation | Neither Party may solicit the other's employees for a specified period, such as six months, after the Term ends. |
Who it's for
- an Australian business engaging a consultant for professional services as an independent contractor
- a consultant providing advice, strategy, or technology services to an Australian client
- parties requiring specific compliance with Australian superannuation and GST laws
- a company engaging a sole trader where the individual provides their own equipment and methods
How long it runs and how it's signed
Law it's drafted under
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