Consulting Agreement Template Australia

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CONSULTING AGREEMENT

Document Control:

• Effective Date: [Effective Date]
• Version: 1.0
• Jurisdiction/Scope: Australia

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OFFICIAL NOTICE / DISCLAIMER:

This document is a template for a consulting agreement and is provided for informational purposes only. It is intended to serve as a starting point and contains general legal provisions. It is not legal advice and may not be suitable for all situations. The specific terms and conditions required will vary based on the nature of the consulting services, the parties involved, and the applicable laws. You must consult with a qualified legal professional licensed in your jurisdiction to review, adapt, and customise this agreement to your specific circumstances before use. Failure to do so may result in legal non-compliance, unforeseen liabilities, and unenforceable provisions. The author and provider of this template accept no liability for any loss or damage arising from its use.

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PARTIES & DEFINITIONS

This Consulting Agreement (the "Agreement") is made and entered into on this [Day] day of [Month], [Year] (the "Effective Date"),

BETWEEN:

1. Client:
   • Legal Name: [Client Company Name] (ACN/ABN: [Client ACN/ABN])
   • Address: [Client Company Address]
   • Email: [Client Company Email]
   • Phone: [Client Company Phone]
   • (Hereinafter referred to as "the Client")

AND

2. Consultant:
   • Legal Name: [Consultant Full Legal Name or Company Name] (ACN/ABN: [Consultant ACN/ABN], if applicable)
   • Address: [Consultant Address]
   • Email: [Consultant Email]
   • Phone: [Consultant Phone]
   • (Hereinafter referred to as "the Consultant")

WHEREAS:

• The Client desires to engage the Consultant to provide certain services.
• The Consultant has the requisite skills, experience, and resources to provide such services.
• The Parties desire to set forth the terms and conditions under which such services will be provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

DEFINITIONS:

• "Confidential Information" means all non-public information, data, and know-how, whether commercial, financial, technical, or otherwise, belonging to a Disclosing Party and designated as confidential or which, by its nature, would reasonably be understood to be confidential. It includes, without limitation, trade secrets, business plans, strategies, customer lists, pricing data, methodologies, and Intellectual Property.
• "Fees" means the remuneration payable to the Consultant by the Client for the Services rendered, as detailed in Clause 4.1.
• "Intellectual Property" means all present and future rights conferred by statute, common law or equity in and in relation to copyright, trade marks, designs, patents, circuit layouts, trade secrets and know-how, and all other rights of a similar nature, whether registrable or not and whether currently existing or not, in Australia and throughout the world.
• "Services" means the consulting services to be provided by the Consultant to the Client, as described in Schedule A.
• "Term" means the period commencing on the Effective Date and continuing until terminated in accordance with Clause 8.

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OPERATIVE CLAUSES & TERMS

1. Engagement of Services 1.1. The Client hereby engages the Consultant, and the Consultant hereby accepts the engagement, to perform the Services set out in Schedule A in accordance with the terms and conditions of this Agreement. 1.2. The Consultant shall provide the Services as an independent contractor and not as an employee, partner, agent, or joint venture partner of the Client. The Consultant retains sole control over the methods and means by which the Services are performed, subject to the Client's reasonable requests concerning the outcome of the Services. 1.3. The Consultant is responsible for its own income tax, superannuation contributions, and any other statutory payments or entitlements related to its engagement, and indemnifies the Client against any claims or liabilities arising from the Consultant's failure to meet these obligations.

2. Scope of Services 2.1. The Consultant shall perform the Services with due care, skill, diligence, and to the best of its ability, in a professional and timely manner consistent with industry standards. 2.2. The specific details, deliverables, milestones, and timelines for the Services are set out in Schedule A. Any changes to the scope of Services must be mutually agreed upon in writing by both Parties.

3. Term and Termination 3.1. This Agreement commences on the Effective Date and shall continue for a period of [Number] [Months/Years] ([End Date]) or until the completion of the Services, unless terminated earlier in accordance with this Clause 3. 3.2. Either Party may terminate this Agreement: a. For convenience, by providing [Notice Period, e.g., 30 days'] written notice to the other Party. b. Immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within [Number, e.g., 14] days of receiving written notice specifying the breach. c. Immediately upon written notice if the other Party becomes insolvent, enters into liquidation (voluntary or compulsory), or has a receiver or administrator appointed over its assets. 3.3. Upon termination, the Client shall pay the Consultant for all Services satisfactorily performed and expenses properly incurred up to the effective date of termination. 3.4. Clauses 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties), 9 (Indemnity), 10 (Limitation of Liability), 12 (Governing Law), 13 (Dispute Resolution), and 15 (General Provisions) shall survive any termination or expiration of this Agreement.

4. Fees and Payment 4.1. In consideration for the Services, the Client shall pay the Consultant Fees as specified in Schedule B. 4.2. All Fees are exclusive of Goods and Services Tax (GST), unless expressly stated otherwise. The Client must pay GST at the prevailing rate, if applicable, in addition to the Fees. 4.3. The Consultant shall submit invoices to the Client for Services rendered, itemising the Services and expenses. 4.4. The Client shall pay all undisputed invoices within [Payment Term, e.g., 14 days'] of receipt. 4.5. Late payments may incur interest at a rate of [Interest Rate, e.g., 10%] per annum, calculated daily, until paid in full. 4.6. The Consultant shall be reimbursed for reasonable out-of-pocket expenses incurred in the performance of the Services, provided such expenses are pre-approved by the Client in writing and supported by valid tax invoices or receipts. Details of reimbursable expenses are specified in Schedule B.

5. Intellectual Property 5.1. All Intellectual Property created by the Consultant in the course of performing the Services specifically for the Client under this Agreement ("Project IP") shall, upon its creation, vest in and become the sole and exclusive property of the Client. 5.2. The Consultant hereby assigns to the Client all right, title, and interest in and to any Project IP, immediately upon its creation. The Consultant agrees to execute all documents and do all acts necessary to perfect this assignment. 5.3. The Consultant retains ownership of any Intellectual Property it owned or developed prior to, or independently of, this Agreement ("Consultant Background IP"). The Consultant grants the Client a perpetual, non-exclusive, royalty-free, worldwide, transferable, sub-licensable licence to use, reproduce, modify, adapt, distribute, and display Consultant Background IP solely to the extent necessary for the Client to use and exploit the Project IP and the deliverables of the Services. 5.4. The Consultant warrants that the Project IP will not infringe the Intellectual Property rights of any third party.

6. Confidentiality 6.1. Each Party (the "Receiving Party") agrees to keep confidential all Confidential Information disclosed by the other Party (the "Disclosing Party") under this Agreement. 6.2. The Receiving Party shall not disclose, reproduce, or use the Disclosing Party's Confidential Information for any purpose other than performing its obligations under this Agreement. 6.3. The Receiving Party shall take all reasonable steps to protect the Confidential Information from unauthorised access, use, or disclosure. 6.4. The obligations of confidentiality shall not apply to information that: a. Is or becomes publicly available without breach of this Agreement by the Receiving Party. b. Was known to the Receiving Party prior to disclosure by the Disclosing Party. c. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. d. Is required to be disclosed by law or by a governmental or regulatory authority, provided the Receiving Party gives prompt notice to the Disclosing Party to allow them to seek a protective order or other appropriate remedy. 6.5. This Clause 6 shall survive the termination or expiration of this Agreement for a period of [Number] years.

7. Warranties 7.1. Each Party warrants that it has the full power and authority to enter into and perform its obligations under this Agreement. 7.2. The Consultant warrants that: a. It will perform the Services with reasonable skill, care, and diligence. b. It has all necessary licences, permits, and registrations to perform the Services. c. The Services and any deliverables will conform to the specifications set out in Schedule A. d. It will comply with all applicable Australian laws and regulations in the performance of the Services.

8. Data Protection and Privacy 8.1. Each Party acknowledges and agrees to comply with its obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) as they relate to any personal information accessed or handled in connection with this Agreement. 8.2. If the Consultant processes personal information on behalf of the Client, the Consultant shall: a. Process personal information only on the documented instructions of the Client. b. Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. c. Assist the Client in complying with its obligations regarding data subject rights and data breaches.

9. Indemnity 9.1. The Consultant indemnifies and holds harmless the Client against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: a. Any breach by the Consultant of its obligations, warranties, or representations under this Agreement. b. Any negligent act or omission or wilful misconduct by the Consultant or its personnel in the performance of the Services. c. Any infringement of third-party Intellectual Property rights by the Consultant or the Project IP. 9.2. The Client indemnifies and holds harmless the Consultant against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any material breach by the Client of its obligations or representations under this Agreement.

10. Limitation of Liability 10.1. To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages (including, without limitation, loss of profits, revenue, data, or business opportunity) arising out of or in connection with this Agreement, even if advised of the possibility of such damages. 10.2. The total aggregate liability of the Consultant to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid or payable by the Client to the Consultant under this Agreement in the [Number, e.g., twelve (12)] months preceding the event giving rise to the claim, or [Amount, e.g., AUD$[Amount]], whichever is less. 10.3. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited by law, including consumer guarantees under the Australian Consumer Law if applicable.

11. Insurance 11.1. The Consultant shall, at its own cost, maintain during the Term of this Agreement, and for such further period as is reasonable, adequate insurance coverage including, but not limited to: a. Professional Indemnity Insurance: [Amount, e.g., AUD$2,000,000] per claim. b. Public Liability Insurance: [Amount, e.g., AUD$5,000,000] per occurrence. 11.2. The Consultant shall provide evidence of such insurance policies upon request by the Client.

12. Governing Law 12.1. This Agreement shall be governed by and construed in accordance with the laws of the [State/Territory, e.g., New South Wales], Australia. 12.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of [State/Territory, e.g., New South Wales] and the Commonwealth of Australia for any dispute arising under or in connection with this Agreement.

13. Dispute Resolution 13.1. In the event of any dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations between senior representatives of each Party. 13.2. If the dispute is not resolved within [Number, e.g., 14] days of written notice of the dispute, the Parties agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) in accordance with its Guidelines for Commercial Mediation. The costs of mediation shall be borne equally by the Parties. 13.3. Nothing in this Clause shall prevent a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

14. Notices 14.1. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and delivered by hand, prepaid post, or email to the addresses specified in the "Parties" section of this Agreement (or such other address as a Party may notify to the other from time to time). 14.2. A notice will be deemed to have been received: a. If delivered by hand, upon delivery. b. If sent by prepaid post, [Number, e.g., three (3)] business days after the date of posting. c. If sent by email, at the time of transmission unless the sender receives an automated notification that the email has not been delivered.

15. General Provisions 15.1. Entire Agreement: This Agreement, together with its Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof. 15.2. Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorised representatives of both Parties. 15.3. Assignment: Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 15.4. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials. 15.5. Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be severed from the Agreement, and the remainder of the Agreement shall continue in full force and effect. 15.6. Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party. 15.7. Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. 15.8. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that a facsimile or scanned signature shall be as effective as an original signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

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SCHEDULE A: SCOPE OF SERVICES

1. Project Title/Description: [e.g., Development of Digital Transformation Strategy]
2. Detailed Services Description:
   • [Specific Task 1: e.g., Conduct current state analysis of existing IT infrastructure.]
   • [Specific Task 2: e.g., Facilitate stakeholder workshops to identify strategic objectives.]
   • [Specific Task 3: e.g., Develop a comprehensive digital transformation roadmap.]
   • [Specific Task 4: e.g., Present findings and recommendations to executive leadership.]
   • [Add more specific tasks as required.]
3. Deliverables:
   • [Deliverable 1: e.g., Current State Assessment Report (due by [Date])]
   • [Deliverable 2: e.g., Workshop Summary Document (due by [Date])]
   • [Deliverable 3: e.g., Digital Transformation Strategy Document (due by [Date])]
   • [Deliverable 4: e.g., Executive Presentation (due by [Date])]
   • [Add more deliverables as required.]
4. Milestones and Timelines:
   • [Milestone 1: e.g., Project Kick-off Meeting - [Date]]
   • [Milestone 2: e.g., Interim Review - [Date]]
   • [Milestone 3: e.g., Final Deliverable Submission - [Date]]
   • [Add more milestones and their corresponding dates.]
5. Client Responsibilities:
   • [e.g., Provide access to relevant personnel and documentation.]
   • [e.g., Provide timely feedback and approvals.]
   • [e.g., Ensure necessary software/hardware access.]
   • [Add more client responsibilities.]

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SCHEDULE B: FEES AND EXPENSES

1. Consulting Fees:
   • Option 1: Fixed Fee: AUD$[Fixed Amount] (inclusive/exclusive of GST) for the entirety of the Services outlined in Schedule A.
   • Option 2: Hourly Rate: AUD$[Hourly Rate] per hour (inclusive/exclusive of GST).
     • Estimated total hours: [Number] hours.
     • Estimated total cost (based on estimate): AUD$[Estimated Total].
   • Option 3: Daily Rate: AUD$[Daily Rate] per day (inclusive/exclusive of GST).
     • Estimated total days: [Number] days.
     • Estimated total cost (based on estimate): AUD$[Estimated Total].
   • Option 4: Project Milestones:
     • Milestone 1 Payment: AUD$[Amount] upon completion of [Milestone Description].
     • Milestone 2 Payment: AUD$[Amount] upon completion of [Milestone Description].
     • Final Payment: AUD$[Amount] upon final acceptance of all Services.
     • Total: AUD$[Total Amount] (inclusive/exclusive of GST).
2. Payment Terms:
   • Invoicing Frequency: [e.g., Monthly in arrears, upon completion of milestones, 50% upfront and 50% upon completion].
   • Payment Due: [Number] days from invoice date.
3. Expenses:
   • The Client agrees to reimburse the Consultant for the following pre-approved, reasonable, and actual out-of-pocket expenses:
     • [e.g., Travel (flights, accommodation, ground transport) at cost, up to a maximum of AUD$[Amount]].
     • [e.g., Materials and supplies directly related to the Services, at cost, up to a maximum of AUD$[Amount]].
     • [e.g., Software licenses or subscriptions specifically required for the project, as approved by Client.]
     • [Any other specific reimbursable expenses.]
   • Expenses requiring Client pre-approval: [e.g., all individual expenses over AUD$[Amount]].
   • Non-reimbursable expenses: [e.g., standard office supplies, general communication costs].

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EXECUTION & SIGNATURES BLOCK

CLIENT:

Executed by [Client Company Name] (ACN/ABN: [Client ACN/ABN]) in accordance with section 127 of the Corporations Act 2001 (Cth) (if applicable) or by its duly authorised representative:

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Signature

[Full Legal Name of Signatory] [Title of Signatory] [Date]

OR (if by Director/Secretary)

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Signature of Director

[Full Legal Name of Director] Director

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Signature of Director/Company Secretary

[Full Legal Name of Director/Company Secretary] Director / Company Secretary

[Date]

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CONSULTANT:

Executed by [Consultant Full Legal Name or Company Name] (ACN/ABN: [Consultant ACN/ABN] if applicable) in accordance with section 127 of the Corporations Act 2001 (Cth) (if applicable) or by its duly authorised representative:

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Signature

[Full Legal Name of Signatory] [Title of Signatory] [Date]

OR (if by Director/Secretary)

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Signature of Director

[Full Legal Name of Director] Director

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Signature of Director/Company Secretary

[Full Legal Name of Director/Company Secretary] Director / Company Secretary

[Date]

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STEP-BY-STEP EXECUTION GUIDE

This guide provides instructions for the proper execution, filing, and enforcement of the Consulting Agreement.

1. Review and Customise:

   • Legal Counsel: Engage an Australian legal professional to review and tailor this template to your specific needs, particularly regarding the Services, Fees, Intellectual Property, and specific jurisdictional requirements within Australia.
   • Fillable Blanks: Carefully fill in ALL [square bracket] placeholders with accurate and complete information. Ensure consistency across the document.
   • Schedules: Populate Schedule A (Scope of Services) and Schedule B (Fees and Expenses) with precise, detailed, and unambiguous information. Ambiguity here is a common source of disputes.

2. Execution - Signing:

   • Authorisation: Verify that the individuals signing on behalf of each company have the legal authority to bind the respective entity. For Australian companies, this typically means:
     • Two directors.
     • A sole director if also the sole company secretary.
     • A director and a company secretary.
     • An attorney under a valid Power of Attorney (ensure it grants sufficient authority).
   • Format: Print two original copies of the complete Agreement (including all Schedules).
   • Witness (Optional but Recommended): While not strictly required for company contracts under section 127 of the Corporations Act 2001 (Cth), having signatures witnessed by an independent adult who is not a party to the agreement can add an extra layer of evidentiary security, especially for individual consultants. If used, the witness should sign and print their full name and address.
   • Signatures: Each authorised signatory must sign and print their full legal name, title, and the date of signing on both original copies.
   • Dating: Ensure the "Effective Date" in the header and the date of signing in the signature blocks are accurately recorded. If signed on different dates, use the later date as the effective date.

3. Distribution and Filing:

   • Original Copies: Each Party should retain one fully executed original copy of the Agreement.
   • Digital Copies: Scan the fully executed original and save digital copies (e.g., PDF) in a secure, accessible location. Consider cloud storage with appropriate access controls and regular backups.
   • Internal Records: File the Agreement within the relevant department (e.g., Legal, Contracts, Finance) for easy reference and audit purposes.
   • Associated Documents: Keep any related documents (e.g., proposals, statements of work, change orders) with the Agreement.

4. Operational Implementation:

   • Key Personnel Briefing: Ensure relevant operational teams (project managers, finance, legal) are aware of the terms, particularly the Services, Deliverables, Payment Terms, and key contact points.
   • Compliance Monitoring: Establish internal processes to monitor adherence to timelines, deliverables, payment schedules, and any ongoing obligations (e.g., confidentiality, data protection).
   • Invoicing & Payments: Finance teams should be instructed on the invoicing frequency, payment terms, and GST requirements specified in Schedule B.

5. Enforcement:

   • Breach Detection: Regularly review performance against the Agreement's terms. Document any deviations or breaches.
   • Communication: In the event of a breach or dispute, follow the notice provisions (Clause 14) and dispute resolution process (Clause 13) strictly. Formal written communication is crucial.
   • Legal Action: If amicable resolution or mediation fails, consult legal counsel to explore options for enforcement through the courts, adhering to the governing law and jurisdiction (Clause 12).
   • Record Keeping: Maintain meticulous records of all communications, performance reports, invoices, and payment records related to the Agreement, as these will be vital in any dispute.