Consulting Agreement (Australia)
Professional Advisory Services — Australia (GST, IP & Sham Contracting Compliant)
This Consulting Agreement (the “Agreement”) is made on [Agreement Date] between:
[Client Name] (ABN [Client ABN], ACN [Client ACN]), of [Client Address], [Client City] [Client State] [Client Postcode] (the “Client”); and
[Consultant Name] (ABN [Consultant ABN]), of [Consultant Address], [Consultant City] [Consultant State] [Consultant Postcode] (the “Consultant”).
The Client and the Consultant are referred to collectively as the “Parties”.
BACKGROUND
A. The Client wishes to engage the Consultant to provide professional advisory and strategic consulting services.
B. The Consultant carries on an independent consulting business specialising in professional advisory services and is willing to provide such services on the terms and conditions set out in this Agreement.
C. The Parties confirm that this Agreement creates a genuine business-to-business consulting relationship and not an employment relationship. This Agreement has been prepared with reference to the sham contracting provisions in Part 3-1, Division 6 of the Fair Work Act 2009 (Cth) and the multi-factor contractor test established in CFMMEU v Personnel Contracting Pty Ltd (2022) 275 CLR 165.
1. NATURE OF RELATIONSHIP
1.1 The Consultant is engaged as an independent contractor and not as an employee, worker, agent, or partner of the Client. Nothing in this Agreement creates an employment relationship.
1.2 The Consultant acknowledges that they are not entitled to any employee benefits or entitlements under the Fair Work Act 2009 (Cth), including annual leave, personal/carer’s leave, long service leave, or the National Employment Standards.
1.3 The Consultant represents and warrants that they hold a valid ABN ([Consultant ABN]) and operate as an independent consulting business. The Consultant is responsible for their own income tax, Medicare levy, and all other government charges on fees received under this Agreement.
1.4 The Parties acknowledge the prohibitions on sham contracting under Division 6 of Part 3-1 of the Fair Work Act 2009 (Cth) and confirm that this Agreement reflects the genuine nature of their business-to-business relationship.
2. CONSULTING SERVICES AND DELIVERABLES
2.1 The Consultant agrees to provide the following advisory and strategic consulting services (the “Services”):
[Consulting Scope]
2.2 Key deliverables to be produced by the Consultant are:
[Deliverables]
2.3 The Consultant will perform the Services to a professional standard consistent with the standard of care exercised by a qualified and experienced consultant in the relevant advisory field, and in compliance with all applicable laws and professional standards.
2.4 The Consultant may use suitably qualified personnel to assist in providing the Services, subject to the prior written consent of the Client, provided the Consultant remains responsible for the quality and timeliness of all Services and deliverables.
2.5 Any variation to the scope of Services must be agreed in writing by both Parties before the varied Services are performed.
3. TERM
3.1 This Agreement commences on [Commencement Date] and continues until terminated in accordance with clause 10 of this Agreement.
4. FEES AND PAYMENT
4.1 In consideration for the performance of the Services, the Client will pay the Consultant fees on a [Fee Structure] basis at the rate of [Fee Amount] (exclusive of GST).
4.2 The Consultant must submit a valid tax invoice to the Client for each payment due. The Client will pay each invoice within [Payment Terms].
4.3 All fees are payable in Australian Dollars (AUD). Invoices that remain unpaid after the due date accrue interest at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily.
4.4 The Consultant is solely responsible for their own income tax, Medicare levy, and all other government charges on fees received under this Agreement. The Client is not required to make PAYG withholding deductions unless required by law.
5. INTELLECTUAL PROPERTY
5.1 [IP Ownership].
5.2 The Consultant warrants that the Services and all deliverables will not infringe the intellectual property rights of any third party.
5.3 Each Party retains ownership of all intellectual property that existed prior to the commencement of this Agreement (“Background IP”). Neither Party acquires any rights in the other Party’s Background IP except as expressly agreed in writing.
5.4 The Consultant grants the Client a royalty-free, irrevocable licence to use the Consultant’s Background IP incorporated into deliverables solely to the extent necessary to use and benefit from those deliverables.
6. TERMINATION
6.1 Either Party may terminate this Agreement without cause by giving the other Party [Notice Days] calendar days’ written notice.
6.2 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach that is incapable of remedy, or fails to remedy a material breach within 14 days of written notice; (b) becomes insolvent, bankrupt, or subject to voluntary or compulsory winding up; or (c) in the case of the Consultant, ceases to hold a valid ABN.
6.3 On termination, the Consultant is entitled to fees for Services properly performed up to the date of termination and for any non-cancellable expenses reasonably incurred. No further amounts will be payable.
7. DISPUTE RESOLUTION
7.1 The Parties agree to attempt to resolve any dispute arising under or in connection with this Agreement through good-faith negotiation within 14 days of written notice of the dispute.
7.2 If the Parties are unable to resolve a dispute within 14 days, either Party may refer the dispute to mediation administered by an agreed mediator or, failing agreement, by the Australian Disputes Centre.
7.3 Nothing in this clause prevents either Party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction.
8. GENERAL PROVISIONS
8.1 Governing Law. This Agreement is governed by the laws of [Governing State], Australia. The Parties submit to the non-exclusive jurisdiction of the courts of [Governing State].
8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to the subject matter and supersedes all prior agreements, representations, and understandings.
8.3 Amendments. No amendment to this Agreement is effective unless it is in writing and signed by both Parties.
8.4 Severability. If any provision of this Agreement is void, unenforceable, or illegal, it may be severed without affecting the validity of the remaining provisions.
8.5 Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any right or remedy imposed by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) that cannot lawfully be excluded, restricted, or modified.
8.6 Assignment. The Consultant may not assign this Agreement or subcontract the Services without the prior written consent of the Client.
EXECUTED as an Agreement on the date first stated above.
CLIENT
[Client Name]
ABN: [Client ABN]
Address: [Client Address], [Client City] [Client State] [Client Postcode]
CONSULTANT
[Consultant Name]
ABN: [Consultant ABN]
Address: [Consultant Address], [Consultant City] [Consultant State] [Consultant Postcode]
Client
________________
Signature
Date: ________________
Consultant
________________
Signature
Date: ________________
What Is a Consulting Agreement (Australia)?
A Consulting Agreement in Australia records the consulting work to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Corporations Act 2001 (Cth).
In Australia, the legal framework for independent contractor arrangements is primarily governed by the Independent Contractors Act 2006 (Cth), which protects contractors from harsh or unfair contract terms and limits the extent to which state laws can regulate contractor agreements. At the same time, the Fair Work Act 2009 (Cth) ss 357-359 prohibits sham contracting -- the practice of misrepresenting an employment relationship as an independent contractor arrangement to avoid employer obligations. A genuine Consulting Agreement must reflect the true commercial reality of the relationship.
The Australian Tax Office (ATO) uses a number of factors to determine whether a worker is an employee or an independent contractor, including whether the worker can subcontract or delegate work, whether the worker provides their own equipment, whether the worker bears financial risk, whether the worker is integrated into the business, and whether the worker is paid for a result rather than for time. A well-structured Consulting Agreement should reflect an independent contractor relationship on these criteria.
GST is a key Australian consideration. Consultants registered for GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) must charge 10% GST on their fees and issue valid tax invoices showing their ABN. Clients registered for GST may be able to claim input tax credits for the GST paid on consulting fees. Superannuation guarantee obligations may also apply to some consulting arrangements, and legal advice should be sought on this point.
The legal framework governing the Consulting 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 Consulting 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 Consulting Agreement (Australia)?
A Consulting Agreement should be prepared and signed before any consulting services commence. It is needed in the following situations.
Engaging a specialist consultant or advisor: When a business engages a subject matter expert -- such as a management consultant, IT consultant, financial advisor, marketing strategist, engineering consultant, or any other professional -- on a project or retainer basis, a written agreement is essential to define the scope of work, fees, and obligations of each party.
Freelance or contract work: Independent contractors, freelancers, and self-employed professionals providing services to business clients should use a written Consulting Agreement to document the commercial terms of each engagement. This protects both the consultant (confirming they will be paid) and the client (confirming the work will be delivered as agreed).
Project-based engagements: Where a consultant is engaged to deliver a specific project, report, strategy, or outcome within a defined timeframe, a Consulting Agreement clearly sets out the deliverables, milestones, and payment schedule.
Ongoing retainer arrangements: Where a business engages a consultant on a regular basis -- for example, a fractional CFO, a part-time HR advisor, or a retained legal consultant -- a Consulting Agreement sets out the scope of the retainer, the monthly fee, and the basis of the ongoing relationship.
Protecting intellectual property: Where the consulting work will involve the creation of original materials, reports, strategies, software, or other IP, a written agreement is essential to clearly allocate ownership of the IP between the consultant and the client. Without a written IP assignment, the consultant may retain copyright in work product under the Copyright Act 1968 (Cth).
Parties in Australia should prepare a Consulting Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Consulting Agreement (Australia)
A thorough Australian Consulting Agreement should include the following key elements to be effective, legally compliant, and to protect both parties.
Parties and agreement date: The full legal names and ABNs (Australian Business Numbers) of both the client and the consultant, the date the agreement is made, and the registered business addresses of both parties. If the consultant is a company, its ACN should also be included.
Scope of services: A clear and detailed description of the consulting services to be provided, including specific deliverables, milestones, and the expected outcomes of the engagement. Vague scope descriptions lead to disputes about what was agreed.
Term and termination: The commencement date and duration of the agreement, including any fixed-term end date. Termination provisions should specify the notice period required to end the agreement (typically 14 to 30 days written notice) and circumstances allowing immediate termination for cause.
Fees and payment terms: The consulting fee structure -- whether hourly rates, daily rates, fixed project fees, or a monthly retainer. Payment terms including invoice intervals, the period within which invoices must be paid (typically 14 to 30 days), and the consequences of late payment. Whether GST is included in or added to the stated fees.
GST provisions: A statement that fees are exclusive of GST where applicable, that the consultant will provide valid tax invoices under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and that the client will pay GST in addition to the consulting fee where the consultant is registered for GST.
Expenses: Whether the client will reimburse pre-approved out-of-pocket expenses incurred by the consultant in performing the services, and the approval process for expenses.
Intellectual property: A clear IP assignment or licence clause specifying that all work product, reports, deliverables, and materials created by the consultant for the client under the agreement are assigned to or licensed to the client. This overrides the Copyright Act 1968 (Cth) default position that the creator owns the copyright.
Confidentiality: An obligation on both parties to keep each other's confidential business information, trade secrets, and client data confidential, with specified exceptions such as information already in the public domain or required to be disclosed by law.
Independent contractor status: A clear statement that the consultant is engaged as an independent contractor and not as an employee, partner, or agent of the client. The consultant is responsible for their own tax obligations, superannuation, insurance, and workers compensation.
Insurance: Requirements for the consultant to maintain appropriate professional indemnity insurance and public liability insurance throughout the engagement.
Governing law: Specification of the Australian state or territory whose laws govern the agreement and the courts with jurisdiction to resolve disputes. The forms-legal.com Consulting Agreement (Australia) template covers the mandatory elements under Corporations Act 2001 (Cth).
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Consulting Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/services/consulting-agreement-australia
"Consulting Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/services/consulting-agreement-australia.
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title = {Consulting Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/services/consulting-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
In Australia, the distinction between an employee and an independent contractor is determined by examining the totality of the relationship, not just the label given in the contract. The Australian Tax Office (ATO) and courts look at factors including whether the worker can delegate or subcontract the work, whether the worker provides their own tools and equipment, whether the worker bears financial risk if the work is unsatisfactory, whether the worker is paid for a specific result rather than for time, and how integrated the worker is into the client's business. The Fair Work Act 2009 (Cth) ss 357-359 also prohibit sham contracting -- misrepresenting an employment relationship as an independent contractor arrangement. A genuine Consulting Agreement should reflect the true commercial reality of an independent contractor relationship.
A consultant who is registered for GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) must charge 10% GST on their consulting fees and issue valid tax invoices. A consultant whose annual turnover is $75,000 or more (or $150,000 for non-profit bodies) is required to register for GST. A consultant whose turnover is below this threshold may choose to register voluntarily. Consulting agreements should clearly state whether the stated fees are inclusive or exclusive of GST. Business clients registered for GST can typically claim input tax credits for the GST they pay on consulting fees, subject to the usual input tax credit rules. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Under the Copyright Act 1968 (Cth), the general rule is that the creator of an original work owns the copyright. This means that in the absence of an express IP assignment clause in the Consulting Agreement, the consultant (as the creator) may retain ownership of any reports, strategies, materials, software code, or other works they create for the client. To requires the client owns all work product created under the engagement, the Consulting Agreement must contain an express IP assignment clause transferring all copyright and other intellectual property rights in the deliverables from the consultant to the client. This is a critical clause that is frequently overlooked in informal consulting arrangements. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Superannuation guarantee obligations under the Superannuation Guarantee (Administration) Act 1992 (Cth) may apply even where a worker is engaged as an independent contractor. Generally, superannuation guarantee contributions are required for a worker who is engaged under a contract that is wholly or principally for the labour of the person -- that is, where the worker is providing their personal labour and skills rather than a commercial result. This is a complex area of law and the obligations depend on the specific nature of the contract. Businesses should seek specialist tax and employment law advice regarding their superannuation guarantee obligations for consulting arrangements to avoid significant ATO penalties for non-compliance. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Australian Consulting Agreements typically include a notice period of 14 to 30 days for termination without cause -- the period for either party to end the agreement by written notice. For short-term project engagements, a shorter notice period (7 to 14 days) may be appropriate. For ongoing retainer arrangements or long-term strategic consulting relationships, 30 days is common. The agreement should also specify grounds for immediate termination without notice (termination for cause), such as material breach of the agreement, insolvency, or serious misconduct. Unlike employment contracts, Australian law does not generally impose minimum notice periods for independent contractor agreements, so the parties have flexibility to negotiate the notice period that suits their commercial arrangements.
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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