Service Agreement Template Australia

Service Agreement

Document ID: TR-SA-AUS-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion Protocol: This document should be completed by the Service Provider and the Client's authorized representatives. All [__________] fields must be filled accurately. Legal counsel should review the final draft prior to execution.
• Filing & Retention: The fully executed agreement and all associated schedules/annexures must be retained by both parties for a minimum period of 7 years post-termination in accordance with Australian record-keeping best practices.
• Mandatory Attachments: Ensure the following are attached as schedules before execution: Schedule 1 (Description of Services), Schedule 2 (Fees and Payment Terms), and any other relevant operational annexures (e.g., Project Milestones, Service Level Agreements).

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SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the "Agreement") is made and entered into on this [__________] day of [__________] [__________] by and between the Parties identified below.

PARTIES:

1. Client/Recipient of Services:
   • Legal Name: [_________________________________]
   • ACN/ABN: [__________]
   • Address: [___________________________________________________________________]
   • Email: [_________________________________]
   • Authorised Representative: [_________________________________]
   • (Hereinafter referred to as "the Client")

AND

2. Service Provider:
   • Legal Name: [_________________________________]
   • ACN/ABN: [__________]
   • Address: [___________________________________________________________________]
   • Email: [_________________________________]
   • Authorised Representative: [_________________________________]
   • (Hereinafter referred to as "the Provider")

WHEREAS:

A. The Client requires certain services as described herein. B. The Provider possesses the necessary skills, expertise, and resources to perform such services. C. The Parties desire to enter into an agreement for the provision of such services on the terms and conditions set out in this Agreement.

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NOW, THE PARTIES AGREE AS FOLLOWS:

1. Definitions and Interpretation

1.1. In this Agreement, unless the context otherwise requires: * "Confidential Information" means all non-public information, data, and know-how, whether commercial, financial, technical, or otherwise, disclosed by one Party to the other Party, whether in written, oral, electronic, or other form, and which is designated as confidential or which a reasonable person would understand to be confidential. * "Deliverables" means any tangible or intangible outputs, reports, documents, software, or other materials produced by the Provider as part of the Services. * "Fees" means the remuneration payable by the Client to the Provider for the Services, as specified in Schedule 2. * "GST" has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). * "Intellectual Property Rights" means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trade marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions and other results of intellectual effort which are protected by law. * "Services" means the services to be provided by the Provider to the Client as described in Schedule 1. * "Term" means the period for which this Agreement is in effect as specified in Clause 3.

1.2. Interpretation: * Headings are for convenience only and do not affect interpretation. * A reference to a person includes a natural person, partnership, body corporate, association, or other entity. * Words importing the singular include the plural and vice versa.

2. Agreement to Provide Services

2.1. The Provider agrees to perform the Services for the Client in accordance with the terms and conditions of this Agreement. 2.2. The Services shall be performed with due care, skill, and diligence, in a professional and workmanlike manner, and in accordance with all applicable laws and industry standards. 2.3. The specific details of the Services, including scope, milestones, and deliverables, are set out in Schedule 1 (Description of Services).

3. Term

3.1. This Agreement shall commence on the Effective Date and continue for an initial term of [__________] [ ] months [ ] years (the "Initial Term"), unless terminated earlier in accordance with Clause 11. 3.2. Upon the expiry of the Initial Term, this Agreement shall: * [ ] Automatically renew for successive periods of [__________] [ ] months [ ] years unless either Party provides written notice of non-renewal at least [__________] days prior to the end of the then-current term. * [ ] Terminate unless the Parties agree in writing to extend or renew it.

4. Fees and Payment

4.1. Fees: The Client shall pay the Provider the Fees for the Services as detailed in Schedule 2 (Fees and Payment Terms). 4.2. Invoicing: The Provider shall issue invoices to the Client as specified in Schedule 2. 4.3. Payment Terms: All invoices are payable within [__________] days from the date of invoice, unless otherwise specified in Schedule 2. 4.4. Late Payment: If the Client fails to make any payment by the due date, the Provider may charge interest on the overdue amount at a rate of [__________]% per annum, calculated daily, from the due date until the date of actual payment. 4.5. GST: Unless expressly stated otherwise, all Fees are exclusive of GST. If GST is payable on any supply made under this Agreement, the Client must pay to the Provider an amount equal to the GST payable on that supply, in addition to and at the same time as payment for the supply.

5. Obligations of the Parties

5.1. Provider's Obligations: * To perform the Services in a timely and professional manner. * To comply with all reasonable directions of the Client, provided they are consistent with the scope of Services. * To use its best endeavours to meet any agreed timelines or milestones.

5.2. Client's Obligations: * To provide the Provider with all necessary information, access to facilities, and resources reasonably required for the performance of the Services. * To make timely decisions and provide necessary approvals. * To make all payments due to the Provider in accordance with this Agreement.

6. Confidentiality

6.1. Each Party agrees to keep confidential all Confidential Information of the other Party and not to disclose, use, or copy such Confidential Information without the prior written consent of the disclosing Party, except as required for the performance of the Services or by law. 6.2. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [__________] years.

7. Intellectual Property

7.1. Pre-existing IP: All Intellectual Property Rights owned by a Party prior to the commencement of this Agreement shall remain the property of that Party. 7.2. New IP: Unless otherwise specified in Schedule 1 or a separate written agreement, all Intellectual Property Rights in any Deliverables created by the Provider specifically for the Client under this Agreement shall vest in and become the sole property of the [ ] Client / [ ] Provider upon full payment of the Fees. If vesting in the Client, the Provider grants to the Client an irrevocable, worldwide, royalty-free licence to use the Provider's pre-existing IP incorporated into the Deliverables for the purpose of the Client's use of the Deliverables. 7.3. Provider IP: The Client is granted a non-exclusive, non-transferable, royalty-free licence to use any of the Provider's pre-existing Intellectual Property Rights that are necessarily incorporated into the Services or Deliverables, solely for the purpose of utilising the Services or Deliverables.

8. Warranties and Representations

8.1. Each Party warrants that it has the full power and authority to enter into and perform its obligations under this Agreement. 8.2. The Provider warrants that it will perform the Services with reasonable skill and care and that the Services will conform to any descriptions set out in Schedule 1. 8.3. Except for any warranties expressly set out in this Agreement, all other warranties, conditions, and representations, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

9. Indemnity

9.1. Each Party indemnifies the other Party against any loss, damage, liability, cost, or expense (including legal costs) suffered or incurred by the indemnified Party arising from any breach of this Agreement by the indemnifying Party. 9.2. The Provider indemnifies the Client against any loss, damage, liability, cost, or expense (including legal costs) arising out of any claim by a third party for infringement of their Intellectual Property Rights due to the Client's use of the Services or Deliverables provided by the Provider, provided such use is in accordance with this Agreement.

10. Limitation of Liability

10.1. To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, data, or business opportunity, arising out of or in connection with this Agreement. 10.2. The maximum aggregate liability of the [ ] Provider / [ ] Client (select one or define mutual limits) to the other Party 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 Provider under this Agreement in the [ ] preceding 12 months / [ ] total for the Initial Term (select one) or [__________] AUD, whichever is the lesser. 10.3. This clause does not limit liability for fraud, gross negligence, or any liability which cannot be excluded by law.

11. Termination

11.1. Termination for Cause: Either Party may terminate this Agreement immediately by written notice if the other Party: * Commits a material breach of this Agreement and fails to remedy that breach within [__________] days of receiving written notice requiring it to do so. * Becomes insolvent, enters into administration, liquidation, or any analogous event. 11.2. Termination for Convenience: [ ] The Client may terminate / [ ] Either Party may terminate this Agreement for convenience by giving [__________] days' written notice to the other Party. If the Client terminates for convenience, the Client shall pay the Provider for all Services performed up to the termination date, plus any reasonable demobilisation costs. 11.3. Effect of Termination: Upon termination, the Client shall pay all outstanding Fees for Services performed up to the termination date. All clauses intended to survive termination, including Clauses 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnity), 10 (Limitation of Liability), and 20 (Governing Law), shall remain in full force and effect.

12. Dispute Resolution

12.1. Negotiation: The Parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. 12.2. Mediation: If the dispute cannot be resolved by negotiation within [__________] days, either Party may refer the dispute to mediation. The mediation shall be conducted by a mediator agreed upon by the Parties or, failing agreement within [__________] days, appointed by the President of the Law Society of [__________] (e.g., New South Wales). The costs of mediation shall be borne equally by the Parties. 12.3. Legal Proceedings: No Party shall commence legal proceedings until the mediation process has been exhausted, unless urgent interlocutory relief is sought.

13. Insurance

13.1. The Provider shall maintain, at its own cost, adequate insurance cover, including but not limited to public liability insurance and professional indemnity insurance, appropriate to the nature and scope of the Services. The minimum coverage amount shall be [__________] AUD for each. 13.2. The Provider shall provide certificates of currency for such insurance policies upon the Client's reasonable request.

14. Independent Contractor

14.1. The Provider is an independent contractor and not an employee, partner, or agent of the Client. 14.2. Nothing in this Agreement shall be construed as creating a relationship of employer and employee, partnership, or joint venture between the Parties. 14.3. The Provider shall be solely responsible for all income tax, superannuation, workers' compensation, and other statutory obligations related to its personnel.

15. Privacy

15.1. Both Parties agree to comply with their respective obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles in relation to any Personal Information handled in connection with this Agreement.

16. Force Majeure

16.1. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, epidemics, pandemics, or government restrictions ("Force Majeure Event"). 16.2. The affected Party must promptly notify the other Party of the Force Majeure Event and its expected duration. If a Force Majeure Event continues for more than [__________] days, either Party may terminate this Agreement by written notice without liability.

17. Notices

17.1. Any notice or communication required or permitted under this Agreement shall be in writing and delivered personally, sent by pre-paid post, or by email to the addresses specified in the "Parties" section of this Agreement. 17.2. Notices shall be deemed received: * If delivered personally, upon delivery. * If sent by post, [__________] business days after posting. * If sent by email, upon transmission, provided no error message is received.

18. Assignment and Subcontracting

18.1. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. 18.2. The Provider may subcontract parts of the Services with the prior written consent of the Client, provided that the Provider remains solely responsible for the performance of the Services by its subcontractors and for their compliance with the terms of this Agreement.

19. Entire Agreement

19.1. This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

20. Governing Law and Jurisdiction

20.1. This Agreement shall be governed by and construed in accordance with the laws of [__________] (e.g., New South Wales), Australia. 20.2. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of [__________] (e.g., New South Wales), Australia, and any courts that may hear appeals from those courts.

21. Miscellaneous

21.1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect. 21.2. Waiver: A waiver of any right under this Agreement is only effective if it is in writing and applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given. 21.3. 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.

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EXECUTION:

EXECUTED as an agreement on the date first written above.

FOR THE CLIENT/RECIPIENT OF SERVICES:

[_________________________________] Authorized Signature

[_________________________________] Printed Name

[_________________________________] Title

Date: [____/____/2026]

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FOR THE SERVICE PROVIDER:

[_________________________________] Authorized Signature

[_________________________________] Printed Name

[_________________________________] Title

Date: [____/____/2026]

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SCHEDULE 1: DESCRIPTION OF SERVICES

• 1.1. Scope of Services: [___________________________________________________________________]
  • [ ] Itemised Service 1: [________________________________________________]
  • [ ] Itemised Service 2: [________________________________________________]
  • [ ] ... (add as many as needed)
• 1.2. Deliverables:
  • [ ] Deliverable 1: [________________________________________________]
  • [ ] Deliverable 2: [________________________________________________]
  • [ ] ... (add as many as needed)
• 1.3. Milestones/Timeline: [_________________________________]
  • [ ] Milestone 1: [_________________________________] (Target Date: [____/____/2026])
  • [ ] Milestone 2: [_________________________________] (Target Date: [____/____/2026])
• 1.4. Service Standards (if applicable): [_________________________________]

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SCHEDULE 2: FEES AND PAYMENT TERMS

• 2.1. Fee Structure:
  • [ ] Fixed Price: [__________] AUD for the entire Services.
  • [ ] Hourly Rate: [__________] AUD per hour.
  • [ ] Project-Based: [_________________________________] (specify breakdown by phase/deliverable).
  • [ ] Retainer: [__________] AUD per [ ] month / [ ] quarter for [_________________________________] services.
  • [ ] Other: [_________________________________]
• 2.2. Payment Schedule:
  • [ ] Upfront Payment: [__________]% upon signing.
  • [ ] Progress Payments: [_________________________________] (e.g., upon milestone completion, monthly).
  • [ ] Final Payment: [_________________________________]
• 2.3. Expenses:
  • [ ] Reimbursable: All reasonable and pre-approved expenses incurred by the Provider in the course of performing the Services (e.g., travel, accommodation) will be reimbursed by the Client upon presentation of valid receipts.
  • [ ] Included: All expenses are included in the Fees.
• 2.4. Invoicing Frequency: [ ] Weekly / [ ] Fortnightly / [ ] Monthly / [ ] Upon Milestone Completion / [ ] Other: [__________]
• 2.5. Payment Method: [ ] Bank Transfer / [ ] Other: [__________]
  • Bank Account Details (if applicable): [_________________________________]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.