Office Fitout Agreement (Australia)
This Office Fitout Agreement (the "Agreement") is made on [Agreement Date] in [State/Territory], Australia.
1. PARTIES
1.1 Owner/Landlord: [Owner Name], ABN [Owner ABN], of [Owner Address] (the "Owner").
1.2 Tenant: [Tenant Name], ABN [Tenant ABN], of [Tenant Address] (the "Tenant").
1.3 Approved Builder: [Builder Name], Licence No. [Builder Licence] (the "Builder").
2. PREMISES AND SCOPE OF WORKS
2.1 Premises: The fitout works are to be carried out at [Premises Address] (the "Premises").
2.2 Scope of Works: The Tenant is authorised to carry out the following fitout works at the Premises (the "Works"): [Fitout Description].
2.3 The Works must be carried out in a good and workmanlike manner, using materials of the quality specified in the approved Fitout Design Drawings and Specifications, in accordance with all applicable laws including the National Construction Code (Building Code of Australia), AS/NZS standards, and any building permit or development approval granted by the relevant authority.
2.4 Estimated Cost: The estimated cost of the Works is AUD $[Fitout Cost] (excluding GST). GST of 10% is payable in addition to all amounts under this Agreement under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3. PROGRAM AND COMPLETION
3.1 Commencement: The Works must commence on or before [Fitout Start Date].
3.2 Practical Completion: The Works must reach Practical Completion by [Fitout Completion Date]. "Practical Completion" means the stage at which the Works are complete in accordance with this Agreement, except for minor defects or omissions that do not prevent the Premises from being used for their intended purpose.
3.3 Delays: The Tenant must notify the Owner immediately if it becomes aware of any risk of delay. The Owner may grant a reasonable extension of time for delays caused by circumstances beyond the Tenant's control, including but not limited to adverse weather, latent site conditions, or variations directed by the Owner. Extensions must be agreed in writing.
3.4 Defects Liability Period: The Builder's defects liability period is [Defects Liability Period] from the date of Practical Completion. During this period, the Builder must rectify any defects or omissions in the Works at its own cost upon written notice from the Tenant or Owner.
4. OWNER FITOUT CONTRIBUTION
4.1 Fitout Contribution: [Fitout Contribution]. The Owner's obligation to pay the fitout contribution is conditional upon: (a) Practical Completion of the Works being achieved by the agreed completion date; (b) the Owner having received and approved all Works-related certificates, permits, and warranties; and (c) the Tenant not being in breach of the underlying lease at the time of payment.
4.2 The fitout contribution is stated inclusive or exclusive of GST as specified above. Where GST is applicable, the Owner must provide a valid tax invoice before any payment is made.
5. INSURANCE AND WORK HEALTH AND SAFETY
5.1 Insurance: The Builder must maintain the following insurances throughout the period of the Works:
(a) Public liability insurance for not less than AUD $[Insurance Amount] per occurrence, noting the Owner and Tenant as interested parties;
(b) Workers' compensation insurance as required by the workers' compensation legislation of [State/Territory];
(c) Contract works (construction all-risks) insurance for the full replacement value of the Works; and
(d) Any other insurance required by law or the terms of any building permit.
5.2 Work Health and Safety: The Tenant and Builder must comply with all obligations under the Work Health and Safety Act 2011 (Cth) and the applicable work health and safety legislation of [State/Territory], including the preparation of a Safe Work Method Statement for any high-risk construction work.
5.3 The Tenant must ensure that the Works do not unreasonably interfere with the use and enjoyment of other tenants in the building, and must comply with the Owner's reasonable access and safety management requirements.
6. DEFECTS AND WARRANTIES
6.1 Upon Practical Completion, the Owner and Tenant will carry out a joint inspection of the Works and prepare a defects list. The Builder must rectify all items on the defects list within 20 business days of receipt.
6.2 The Builder warrants that: (a) the Works will be free from defects arising from faulty workmanship or materials for the duration of the defects liability period; (b) all materials used are new, of merchantable quality, and fit for their intended purpose; and (c) the Works comply with all applicable laws, standards, and the approved design documents.
6.3 Statutory Warranties: Nothing in this Agreement limits any statutory warranties or rights available under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or applicable state building legislation.
7. MAKE GOOD AT LEASE END
7.1 At the expiry or earlier termination of the underlying lease, the Tenant must, at its own cost: [Make Good Obligations].
7.2 The Tenant must allow the Owner access to the Premises at least 30 days before the end of the lease to conduct a make good inspection and prepare a make good schedule. The Tenant must complete all make good works to the Owner's reasonable satisfaction before the last day of the lease.
7.3 If the Tenant fails to complete the make good works, the Owner may engage its own contractors to complete the works at the Tenant's cost, which the Owner may deduct from the security deposit or bank guarantee held under the lease.
8. DEFAULT AND DISPUTE RESOLUTION
8.1 If the Tenant or Builder fails to comply with any obligation under this Agreement and does not remedy the failure within 10 business days of written notice, the Owner may: (a) engage another contractor to complete or rectify the Works at the Tenant's cost; or (b) withhold or recover the fitout contribution.
8.2 Any dispute arising under this Agreement that cannot be resolved by negotiation within 14 days must be referred to mediation before any court or tribunal proceedings are commenced, unless urgent injunctive relief is required.
8.3 The costs of mediation are shared equally between the parties unless otherwise agreed or ordered.
9. GENERAL PROVISIONS
9.1 This Agreement is governed by the laws of [State/Territory], Australia, and the parties submit to the non-exclusive jurisdiction of the courts of [State/Territory].
9.2 This Agreement is in addition to and does not vary the terms of any underlying lease agreement between the parties.
9.3 This Agreement constitutes the entire agreement between the parties with respect to the fitout works and supersedes all prior representations and negotiations.
9.4 This Agreement may only be varied by written agreement signed by both parties.
EXECUTION
Executed by the parties as an agreement:
OWNER / LANDLORD
[Owner Name]
ABN: [Owner ABN]
TENANT
[Tenant Name]
ABN: [Tenant ABN]
Owner/Landlord
________________
Signature
Date: ________________
Tenant
________________
Signature
Date: ________________
What Is a Office Fitout Agreement (Australia)?
An Office Fitout Agreement in Australia sets the scope of works, price, timeframe, and variation and completion procedures between the principal and the builder or contractor under the Corporations Act 2001 (Cth).
In Australia, office and retail fitout works are regulated by a combination of federal, state, and local laws. The National Construction Code (NCC), published by the Australian Building Codes Board, sets minimum standards for the design and construction of buildings and fitouts, including requirements relating to structural adequacy, fire safety, energy efficiency, and accessibility under the Disability Discrimination Act 1992 (Cth). State and territory building legislation (such as the Building Act 1993 (VIC), the Environmental Planning and Assessment Act 1979 (NSW), the Building Act 1975 (QLD), and the Building Act 2011 (WA)) impose additional requirements, including the need for building permits, development approvals, and occupation certificates for works above prescribed thresholds.
A fitout agreement differs from a standard construction contract in that it typically forms part of — and must be consistent with — the underlying commercial lease. The fitout agreement will incorporate the landlord's fitout guide (which specifies the building's technical requirements and permitted construction methods), reference the approved design drawings and specifications, and set out the conditions under which the landlord's fitout contribution will be paid. The builder engaged to carry out the works must hold a current licence issued by the relevant state building authority: a Builder's Licence in NSW and VIC, a Queensland Building and Construction Commission (QBCC) licence in QLD, a Contractor's Licence from the Building Commission in WA, or the equivalent in other states and territories.
The fitout agreement protects all three parties: the owner confirms the works are completed to an approved standard and that the premises will be returned in an agreed condition at the end of the lease; the tenant confirms the owner will pay the agreed fitout contribution upon completion and will not unreasonably interfere with the works; and both parties have clarity on the builder's obligations, warranties, and defects liability period.
The legal framework governing the Office Fitout Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Office Fitout Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Office Fitout Agreement (Australia)?
An Office Fitout Agreement is required whenever a commercial tenant proposes to carry out significant works to fit out new premises or refurbish an existing tenancy in Australia. It is an essential document in the following circumstances:
When a new tenant is fitting out a new commercial or retail premises for the first time, the landlord will require a fitout agreement before granting access to the site for construction. The fitout agreement provides the landlord with the assurance that the works will be completed to a standard consistent with the building's quality, that the approved builder holds appropriate licences and insurance, and that the tenant understands its make good obligations at the end of the lease.
When the landlord is offering a fitout contribution as part of the leasing incentive, the fitout agreement documents the conditions that must be satisfied before the contribution becomes payable. This protects the landlord from paying a contribution for incomplete or non-compliant works.
When the fitout works require development approval or a building permit from the local council or state authority, the fitout agreement provides the framework within which those approvals are obtained and the conditions are satisfied.
When a retail tenant is fitting out a shop in a shopping centre, the shopping centre's development management team will typically require a fitout agreement and a detailed fitout design approval process to confirm the shop front and internal fitout meet the centre's design guidelines and do not interfere with other tenants or building services.
When an existing tenant is undertaking a significant refurbishment or expansion of their existing premises during the lease term, a fitout variation agreement (or deed of variation to the existing fitout agreement) should be entered into to document the scope of the new works and the conditions applicable to them.
What to Include in Your Office Fitout Agreement (Australia)
A well-drafted Australian Office Fitout Agreement should address all key commercial and legal terms to protect the owner, tenant, and builder.
The parties and licence section must identify the owner, tenant, and approved builder by their full legal names and ABN/ACN. It is critical that the builder named in the fitout agreement holds a current building licence issued by the relevant state authority. The owner's consent to the fitout is conditional on the works being carried out by a licensed and insured builder, and the use of an unlicensed builder can expose both the tenant and the builder to significant penalties under state building legislation.
The scope of works section must describe the fitout works in sufficient detail to enable the owner to assess compliance. It should reference the approved design drawings, specifications, and the owner's fitout guide (if applicable), and should identify any works that are excluded from the fitout agreement (e.g. base building services that remain the owner's responsibility).
The program section sets out the commencement date and the Practical Completion date, and should identify the consequences of delay (e.g. the right to withhold the fitout contribution, or to charge liquidated damages). A realistic and well-considered construction program is essential to avoid disputes about delay.
The development approval and building permit section should clearly identify who is responsible for obtaining the required approvals and permits, and should specify the conditions that must be satisfied before works commence. The tenant should not commence works without all required approvals in place, as works without consent can result in stop-work orders, fines, and the requirement to demolish unauthorised structures.
The insurance section must specify the minimum insurance requirements for the builder, including public liability insurance (typically $20 million per occurrence on commercial projects), contract works insurance, and workers' compensation insurance. The owner should request evidence of all required insurance policies before granting site access.
The make good section should clearly articulate the tenant's obligations at the end of the lease, including whether the tenant is required to remove the fitout and restore the premises to base building condition, or whether the fitout may be left in place. This provision should be consistent with the make good clause in the underlying lease.
Additional compliance elements for a Office Fitout Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Office Fitout Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/construction/office-fitout-agreement-australia
"Office Fitout Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/construction/office-fitout-agreement-australia.
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author = {{Forms Legal}},
title = {Office Fitout Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/construction/office-fitout-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Frequently Asked Questions
Practical Completion is a key milestone in Australian construction and fitout contracts. It is the stage at which the fitout works are complete in accordance with the contract documents, except for minor defects or omissions that do not prevent the premises from being used for their intended purpose. Upon reaching Practical Completion, the defects liability period commences, the owner's obligation to pay the fitout contribution typically falls due, and the tenant takes possession of the premises for trading. Practical Completion is distinct from Final Completion (or Final Certificate), which occurs at the end of the defects liability period after all identified defects have been rectified. Under Australian Standards building contracts (such as AS 4000-1997), Practical Completion is formally certified by the superintendent or architect. In fitout agreements, it is common for the parties to carry out a joint inspection to produce a defects list that the builder must rectify within an agreed timeframe. The date of Practical Completion should be clearly recorded in writing as it triggers several important contractual obligations and time periods.
Whether a commercial fitout requires development approval (sometimes called a development application or DA) and/or a building permit depends on the nature and extent of the works and the applicable state or territory legislation. Generally, fitout works that involve a change of use of the premises, structural alterations, changes to fire safety systems, or works above a certain value threshold will require either development consent from the local council or a building permit from the relevant authority. In New South Wales, fitout works that constitute 'development' under the Environmental Planning and Assessment Act 1979 (NSW) require development consent, but minor internal works may qualify as exempt or complying development. In Victoria, building works require a building permit under the Building Act 1993 (VIC) unless they fall within a prescribed exemption. In Queensland, fitout works may require development approval under the Planning Act 2016 (QLD) or a building development approval. It is essential to consult the relevant local council, a building surveyor, or a solicitor before commencing any significant fitout works to determine the applicable approval requirements. Building works without the required approvals can result in stop-work orders, fines, and the requirement to demolish unauthorised works.
A fitout contribution (also called a tenant incentive or landlord contribution) is a payment made by the landlord or building owner to the tenant to help fund the cost of fitting out the premises. Fitout contributions are common in Australian commercial and retail leasing, particularly in periods of high vacancy or soft leasing markets, as they reduce the effective cost of the lease for the tenant and incentivise them to commit to a longer term. The amount of the fitout contribution is negotiated as part of the leasing deal. It is typically expressed as a lump sum (e.g. AUD $50,000) or on a per-square-metre basis (e.g. AUD $300 per square metre). Payment is usually contingent upon the tenant achieving Practical Completion of the fitout works within the agreed program, providing evidence of costs (invoices, contracts), and not being in breach of the lease at the time of payment. For GST purposes, a fitout contribution is generally a taxable supply and the landlord must issue a tax invoice. The tenant may be required to repay a proportion of the fitout contribution if the lease is terminated early — this is called a claw-back clause and should be carefully reviewed before signing.
Work health and safety (WHS) obligations for commercial fitout works in Australia are primarily governed by the Work Health and Safety Act 2011 (Cth), which has been adopted (with minor variations) in most states and territories, and by the applicable state WHS legislation (for example, the Work Health and Safety Act 2011 (NSW), the Occupational Health and Safety Act 2004 (VIC), or the Work Health and Safety Act 2011 (QLD)). Under this legislation, the person conducting a business or undertaking (PCBU) — which includes both the tenant commissioning the works and the builder carrying them out — must require that so far as is reasonably practicable, workers and other persons are not exposed to health or safety risks arising from the fitout works. For commercial fitout projects that involve high-risk construction work (defined in the WHS Regulations to include work at heights above 2 metres, work in confined spaces, demolition, work near overhead power lines, and certain excavation work), the builder must prepare a Safe Work Method Statement (SWMS) before commencing work. Depending on the value and nature of the project, the builder may also be required to prepare a WHS Management Plan under the WHS Regulations. The tenant must require that access to the site during the construction period is controlled to prevent unauthorised persons (including the tenant's employees and other contractors) from entering the construction zone without the builder's consent and appropriate safety induction.
Make good obligations require a commercial tenant to return the leased premises to a specified condition at the end of the lease. The scope of make good is one of the most heavily negotiated terms in Australian commercial leases and fitout agreements. The three most common make good positions are: (1) Return to original condition (fair wear and tear excepted) — the tenant must repair any damage and return the premises to the state they were in at lease commencement, but is not required to remove approved fitout improvements; (2) Remove all fitout and return to base building condition — the tenant must strip out the entire fitout and restore the premises to the base building shell, which is the most onerous make good obligation; and (3) Leave fitout in place — the landlord agrees to accept the premises with the fitout in situ, often in exchange for the fitout being surrendered to the landlord at lease end. Australian courts strictly enforce make good clauses, and tenants can face substantial liability if they fail to comply. The New South Wales Government's 2018 report on commercial leasing noted that make good disputes are one of the most common causes of commercial lease litigation in Australia. Tenants are strongly advised to clearly negotiate and document the make good position at the time of entering into the lease and fitout agreement, and to obtain a written dilapidations schedule or make good schedule from the landlord at the end of the lease before commencing reinstatement works.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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