Retainer Agreement (Australia)
This Retainer Agreement (the “Agreement”) is entered into on [Agreement Date] between:
[Provider Name] ([Provider Profession]) (ABN [Provider ABN] [Provider ACN]), of [Provider Address], [Provider Suburb], [Provider State] [Provider Postcode] (the “Service Provider”); and
[Client Name] [Client ABN], of [Client Address], [Client Suburb], [Client State] [Client Postcode] (the “Client”).
Together referred to as the “Parties”.
BACKGROUND
A. The Client wishes to retain the Service Provider to provide professional services on an ongoing basis.
B. The Service Provider has agreed to provide those services on the terms and conditions set out in this Agreement.
C. This Agreement is governed by the law of [Governing State], Australia, and complies with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) to the extent applicable.
NOW, THEREFORE, the Parties agree as follows:
1. SCOPE OF RETAINER SERVICES
1.1 Subject to the terms of this Agreement, the Service Provider agrees to provide the following professional services on retainer (the “Retainer Services”):
[Retainer Scope]
1.2 The following services are expressly excluded from the Retainer Services and will, if performed, be charged at the hourly rate specified in clause 3.2:
[Out Of Scope Services]
1.3 The Service Provider will perform the Retainer Services with reasonable care and skill, in a professional manner, and in accordance with all applicable laws, professional standards, and codes of conduct relevant to the Service Provider’s profession.
1.4 Any expansion of the scope of Retainer Services must be agreed in writing by the Parties and may result in an adjustment to the monthly retainer fee.
2. TERM
2.1 This Agreement commences on [Commencement Date] and continues [Term Type], unless terminated earlier in accordance with clause 6.
3. FEES AND PAYMENT
3.1 Retainer Fee: In consideration of the Retainer Services, the Client shall pay the Service Provider a monthly retainer fee of $[Retainer Fee] ([GST Treatment]). The retainer fee is due and payable on the [Payment Day]th day of each calendar month, commencing on the first such day falling on or after the commencement date.
3.2 Hourly Rate: Work performed outside the scope of the Retainer Services will be charged at $[Hourly Rate] per hour ([GST Treatment]), billed in minimum increments of 6 minutes (one-tenth of an hour), and invoiced monthly in arrears.
3.3 Tax Invoices: The Service Provider will issue a valid tax invoice for the monthly retainer fee and for any out-of-scope work. Each tax invoice will comply with the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) and will include the Service Provider’s ABN.
3.4 Payment of out-of-scope invoices is due within [Payment Terms] days of the date of invoice. Payment is to be made by electronic funds transfer to the bank account nominated by the Service Provider.
3.5 If the Client fails to pay any amount by the due date, the Service Provider may charge interest on the overdue amount at 10% per annum, calculated daily, and may suspend the Retainer Services upon 7 days’ written notice until payment is received in full.
3.6 The Service Provider may review and adjust the monthly retainer fee by giving not less than 60 days’ written notice to the Client. If the Client does not accept the revised fee, the Client may terminate this Agreement in accordance with clause 6.1.
4. CONFLICT OF INTEREST
4.1 The Service Provider [Conflict Obligation].
4.2 The Client acknowledges that the Service Provider may act for other clients in matters that do not directly conflict with the Client’s interests. The Service Provider will not use confidential information obtained from the Client in acting for any other client.
5. CONFIDENTIALITY
5.1 Each Party (the “Receiving Party”) must keep confidential all information disclosed by the other Party (the “Disclosing Party”) in connection with this Agreement that is identified as confidential or that a reasonable person would consider confidential (“Confidential Information”). The confidentiality obligations in this clause apply during the term of this Agreement and for [Confidentiality Term] years after its termination or expiry.
5.2 The Receiving Party must not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and professional advisers on a strictly need-to-know basis and subject to equivalent confidentiality obligations.
5.3 The confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was already known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, by a court or tribunal of competent jurisdiction, or by a regulatory authority with jurisdiction over the Service Provider’s profession.
5.4 The Service Provider must handle any personal information provided by the Client in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
5.5 The Client acknowledges that the Service Provider may be required to disclose information in accordance with mandatory professional and regulatory obligations, including mandatory reporting obligations, applicable to the Service Provider’s profession, and that such disclosure does not constitute a breach of this Agreement.
6. TERMINATION
6.1 Either Party may terminate this Agreement for convenience by giving not less than [Notice Period] days’ written notice to the other Party. During the notice period, the Service Provider will continue to provide the Retainer Services and the Client will continue to pay the monthly retainer fee.
6.2 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach of this Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; (b) becomes insolvent, enters voluntary administration, is subject to appointment of a receiver, liquidator, or administrator, or enters into any arrangement with creditors.
6.3 The Service Provider may terminate this Agreement immediately if: (a) a conflict of interest arises that cannot be resolved with the Client’s informed consent; (b) the Client engages in conduct that is unlawful or contrary to the professional obligations of the Service Provider; or (c) the Client fails to pay any retainer fee or invoice within 30 days of its due date despite written demand.
6.4 On termination, the Client must pay all fees due for Retainer Services provided up to the effective date of termination and all out-of-scope work invoiced or invoiceable to that date. No refund is payable in respect of any pre-paid monthly retainer fee unless termination is due to the Service Provider’s material breach.
6.5 On termination, each Party must promptly return or destroy all Confidential Information of the other Party, except to the extent retention is required by law or professional obligations.
7. GENERAL PROVISIONS
7.1 Independent Contractor: The Service Provider is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Service Provider is responsible for all taxation obligations, superannuation contributions for its own personnel, and professional insurance, including professional indemnity insurance.
7.2 Australian Consumer Law: Nothing in this Agreement excludes, restricts, or modifies any right or remedy implied or imposed by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded or limited.
7.3 Dispute Resolution: In the event of a dispute, the Parties must attempt to resolve it through good-faith negotiation for 14 days before referring the matter to mediation with the Australian Disputes Centre or a mutually agreed mediator.
7.4 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the retainer arrangement and supersedes all prior representations, discussions, and agreements.
7.5 Amendments: This Agreement may only be amended by a written instrument signed by both Parties (except for fee adjustments under clause 3.6).
7.6 Assignment: Neither Party may assign or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party.
7.7 Severability: If any provision is or becomes invalid or unenforceable, it is to be read down to make it valid, or if not possible, severed. The remaining provisions continue in full force.
7.8 Governing Law and Jurisdiction: This Agreement is governed by the laws of [Governing State], Australia. Each Party submits to the non-exclusive jurisdiction of the courts of [Governing State] and the Federal Court of Australia.
EXECUTED as an Agreement.
SERVICE PROVIDER
Name: [Provider Name]
Profession: [Provider Profession]
ABN: [Provider ABN]
Address: [Provider Address], [Provider Suburb], [Provider State] [Provider Postcode]
CLIENT
Name: [Client Name]
Address: [Client Address], [Client Suburb], [Client State] [Client Postcode]
Service Provider
________________
Signature
Date: ________________
Client
________________
Signature
Date: ________________
What Is a Retainer Agreement (Australia)?
A Retainer Agreement in Australia records the services to be provided, the fees, the service levels, and each party's obligations between the provider and the client under the Corporations Act 2001 (Cth).
In Australia, retainer agreements operate within a layered legal framework. The foundational law is the common law of contract, which requires offer, acceptance, and consideration. The Australian Consumer Law (ACL), which is Schedule 2 of the Competition and Consumer Act 2010 (Cth), overlays mandatory consumer guarantees and unfair contract terms protections. Under the ACL, services must be rendered with due care and skill (s 60), must be fit for any particular purpose disclosed (s 61), and must be supplied within a reasonable time (s 62). These guarantees cannot be excluded by contract.
For legal practitioners, retainer obligations are also governed by professional conduct rules under the Legal Profession Uniform Law (NSW and Victoria) or state-equivalent Legal Profession Acts. These rules impose additional duties of disclosure, conflict management, and costs notification. The Legal Profession Uniform Law requires solicitors to provide a costs disclosure to clients before commencing work, and a retainer agreement incorporating this disclosure satisfies that requirement.
For accountants and financial advisers, professional standards issued by CPA Australia, CA ANZ, and the Institute of Public Accountants impose ethical obligations that overlay the contractual retainer. Financial services licensees engaging in financial product advice must also comply with the Corporations Act 2001 (Cth) and Australian Financial Services Licence (AFSL) conditions.
GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) applies to retainer fees paid to GST-registered professionals at 10%. The retainer agreement must clearly specify whether the monthly fee is GST-inclusive or GST-exclusive, and the service provider must issue valid tax invoices including their ABN.
The Privacy Act 1988 (Cth) and the 13 Australian Privacy Principles (APPs) govern the handling of personal information disclosed during the retainer. Professionals handling significant volumes of client personal information — including health, financial, and identity information — must maintain appropriate privacy policies and information security measures.
The legal framework governing the Retainer 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 Retainer 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 Retainer Agreement (Australia)?
A Retainer Agreement is appropriate whenever a business or individual in Australia wishes to secure ongoing access to professional services without the cost and delay of negotiating a new engagement each time advice or assistance is required. The retainer model is particularly valuable in the following circumstances.
Legal retainers are common for businesses that require regular access to solicitor advice on commercial matters — contract drafting and review, employment law queries, lease negotiations, regulatory compliance, and day-to-day corporate governance. A monthly legal retainer provides budget certainty and confirms the solicitor is familiar with the client's business, reducing the time and cost of getting a new adviser up to speed for each matter.
Accounting and tax retainers allow businesses to access ongoing bookkeeping, BAS preparation, management accounts, tax planning, and compliance advice under a predictable monthly fee. This is particularly valuable for growing businesses that need regular financial guidance but do not yet have the volume of work to justify an in-house finance function.
Management and strategic consulting retainers are used by businesses that wish to access specialist expertise in areas such as strategy, marketing, operations, IT, or human resources on an ongoing advisory basis. The retainer model allows the consultant to build deep knowledge of the business over time, making advice more valuable than it would be from a one-off engagement.
A written retainer agreement is essential in all of these circumstances. Without it, there is no documented evidence of the agreed scope (leaving both parties exposed to scope disputes), no agreed fee-review mechanism (leaving the professional unable to increase fees without risking a contractual dispute), no documented conflict of interest protocol, and no agreed notice period for termination. The ACL's unfair contract terms regime also makes it important to use a balanced written agreement that does not give one party excessive unilateral rights.
What to Include in Your Retainer Agreement (Australia)
A well-drafted Australian Retainer Agreement must address the following key provisions to provide thorough legal protection and comply with applicable law and professional standards.
Scope of Retainer Services — The scope clause is the most commercially critical provision. It must define precisely what is included in the monthly retainer fee and what will be charged separately. An ambiguous scope almost invariably leads to disputes: the client believes a service is covered, the professional believes it is out of scope. The agreement should specify the services included, the types of matters covered, any volume limitations (such as the number of contracts reviewed or meetings attended per month), and the services expressly excluded.
Retainer Fee and Hourly Rate — The agreement must state the monthly retainer fee, the GST treatment, the due date for payment, and the hourly rate for out-of-scope work. The billing increment for out-of-scope time (typically 6-minute units for solicitors, hourly or part-hourly for others) should be specified. A fee-review mechanism, allowing the professional to adjust fees on notice with a corresponding client exit right, is commercially important for long-term retainers.
Conflict of Interest — A dedicated conflict of interest clause is essential, particularly for legal and accounting retainers. It should require the professional to conduct a conflicts check before commencing work, to disclose any actual or potential conflict immediately upon discovery, and to either obtain informed written consent or cease acting where a conflict cannot be managed.
Confidentiality and Privacy — The agreement must impose mutual confidentiality obligations covering all Confidential Information exchanged during the retainer. Given the sensitive nature of advice typically provided on retainer (strategic, financial, legal), the confidentiality obligations should survive termination for an appropriate period. The professional's obligations under the Privacy Act 1988 (Cth) and Australian Privacy Principles should be acknowledged.
Termination and Transition — The notice period for termination for convenience, the grounds for immediate termination, and the parties' obligations on termination (payment of accrued fees, return of documents, transfer of files) must all be clearly documented. For legal practitioners, the conduct rules impose specific obligations on solicitors when ceasing to act.
Limitation of Liability — A cap on aggregate liability, expressed as a multiple of the annual retainer fees, protects the professional from exposure that is disproportionate to the fee charged. The cap must comply with the ACL's restrictions on limiting liability for statutory consumer guarantees, and cannot limit liability for gross negligence, fraud, or personal injury.
Additional compliance elements for a Retainer 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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"Retainer Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/services/retainer-agreement-australia.
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title = {Retainer Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/services/retainer-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A retainer agreement is a form of service contract under which a client pays a professional — typically a solicitor, accountant, financial adviser, or management consultant — a fixed monthly fee in exchange for the professional's ongoing availability and the provision of specified services within an agreed scope. Unlike a project-based service agreement (which is tied to a defined deliverable or completion date), a retainer arrangement is continuous: the client pays for access to the professional's expertise each month, whether or not the full scope of services is used in any given period. The monthly retainer fee is consideration for the professional's commitment to prioritise the client's work and to be available within agreed parameters. Work that falls outside the agreed scope is typically charged separately at an agreed hourly rate. In Australia, retainer agreements operate within the framework of general contract law, the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), and — for legal practitioners — the Legal Profession Uniform Law (in New South Wales and Victoria) or the Legal Profession Act in other states and territories.
Conflict of interest rules for retained professionals in Australia depend on the profession. For solicitors, the Legal Profession Uniform Law Australian Solicitors' Conduct Rules require a solicitor not to act for a client where there is a conflict of interest — including where the solicitor has a personal interest in the matter or where the solicitor acts for two clients whose interests conflict. If a conflict arises, the solicitor must cease acting or obtain the fully informed consent of all affected clients. For accountants who are members of CPA Australia, Chartered Accountants Australia and New Zealand (CA ANZ), or the Institute of Public Accountants (IPA), the relevant code of ethics (based on the IESBA Code) requires identification, evaluation, and management of conflicts. For non-regulated consultants, conflict obligations are governed by the retainer agreement itself and general duties of good faith. A well-drafted retainer agreement should specify the disclosure obligation (the professional must immediately disclose any actual or potential conflict), the consent process (client must provide informed written consent before the professional acts in a conflicted matter), and the consequence of an irresolvable conflict (cessation of the retainer and referral to independent advice).
A monthly retainer fee paid to a GST-registered professional is a taxable supply for the purposes of the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and GST at 10% is payable on the fee. The professional must issue a valid tax invoice before the client is obliged to pay the GST component. The retainer agreement should clearly state whether the agreed monthly fee is GST-inclusive (i.e. the GST is built into the quoted figure) or GST-exclusive (i.e. the client pays the stated fee plus 10% GST on top). This distinction has a direct impact on the client's cash flow and budget. If the client is registered for GST, they can generally claim an input tax credit for the GST paid on the retainer fee, reducing the effective cost. Professionals with an annual GST turnover of $75,000 or more must register for GST. For legal practitioners, GST on legal services is a taxable supply; there is no GST exemption for professional services generally (unlike some health services or educational courses, which may be GST-free).
Whether a service provider can unilaterally increase a monthly retainer fee depends on the terms of the retainer agreement and the Australian Consumer Law's unfair contract terms provisions. Since November 2023, the unfair contract terms regime applies to standard form contracts with consumers and small businesses (employing fewer than 100 persons or with annual turnover below $10 million). A term that gives the service provider the right to unilaterally vary the fee without a corresponding right for the client to exit the contract — and without adequate notice — may be declared unfair and void under s 23 of the Australian Consumer Law. A well-drafted retainer agreement addresses this by giving the service provider the right to adjust the fee on reasonable advance written notice (typically 30–60 days), coupled with a right for the client to terminate the agreement within that notice period if the revised fee is unacceptable. This approach balances the service provider's legitimate commercial interest in keeping fees current with the client's right not to be locked into a significantly more expensive arrangement without the ability to exit.
When a retainer agreement is terminated, the entitlement to payment for work in progress (WIP) depends on the terms of the agreement and the circumstances of termination. Generally, the service provider is entitled to payment for all work performed and disbursements incurred up to the effective date of termination. For solicitors, the Legal Profession Uniform Law and applicable conduct rules govern the entitlement to a lien over client documents as security for unpaid fees. Solicitors must also comply with their professional obligations on ceasing to act — including helping the transfer of the client's file to a new adviser if requested. For accountants and other professionals, the common law entitlement to payment for work performed is the primary basis for WIP recovery. A pre-paid monthly retainer fee for the period during which termination occurs is generally not refundable, unless the termination is due to a material breach by the service provider. The retainer agreement should expressly address these entitlements to avoid disputes.
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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