Free Independent Contractor Agreement Australia

Independent Contractor Agreement (Australia)

Effective date: enter start date above

Agreement Parties

Contractor: Contractor name, trading as , Contractor address. Email: [email protected]. ABN: XX XXX XXX XXX. ACN: .

Client: Client name (ABN: ), Client address. Email: [email protected].

1. Services & Deliverables

The Contractor agrees to provide services for: project title, commencing start date and concluding end date / until terminated. Services and deliverables are as set out in the project brief or statement of work agreed in writing by both parties. Any material change to scope requires a written variation signed by both parties. The Contractor confirms they have the skills and resources to perform the services.

2. Independent Contractor Status (Closing Loopholes No. 2 Act 2024)

The Contractor is an independent contractor — not an employee, worker, or agent of the Client. The following factors document the genuine contractor nature of this arrangement under the Fair Work Legislation Amendment (Closing Loopholes No. 2) Act 2024 (effective 26 August 2024), which requires courts to assess the real substance, practical reality and true nature of the working relationship:

Control: The Contractor controls how and when work is performed. The Client specifies the required outcome but does not direct method or manner of work.

Integration: The Contractor is not integrated into the Client's business. No set hours, no permanent desk, no exclusivity arrangement.

Multi-engagement: The Contractor is free to perform services for other clients simultaneously and does not work exclusively for the Client.

Substitution: The Contractor may engage suitably qualified subcontractors or substitutes to perform the services, subject to the Client's prior written consent on reasonable suitability grounds.

Tools & equipment: The Contractor supplies their own tools, equipment, and workspace at their own cost.

Note: the Closing Loopholes test applies to constitutionally covered businesses (Pty Ltd companies, trading and financial corporations). A review of the Closing Loopholes Acts commenced 15 December 2025; final report due 15 June 2026 — further changes are possible.

3. Fees, Payment & Invoicing

Fee: AUD (A$) amount (Fixed project fee).

Deposit: of the total fee is due on signing this Agreement and confirms the engagement.

Payment terms: 30 days from invoice date. The Contractor will submit invoices at agreed intervals or on completion of deliverables. Time of payment is of the essence.

ABN: The Contractor must quote their ABN on all invoices. If no valid ABN is provided, the Client is required by law to withhold 47% of the payment and remit it to the ATO as PAYG withholding (ATO no-ABN withholding rule).

GST: If the Contractor is registered for GST (mandatory at annual taxable turnover ≥ A$75,000, voluntary below this threshold), GST at 10% will be added to all invoices. The Contractor will display their ABN and indicate whether quoted prices include or exclude GST.

4. Superannuation

The Contractor is responsible for their own superannuation contributions as a self-employed person. However, if this contract is wholly or principally for the Contractor's personal labour and skill and the Contractor must perform the work personally without genuine substitution, the Client may be required to make super guarantee contributions under s.12(3) of the Superannuation Guarantee (Administration) Act 1992 (Cth), even if the Contractor holds an ABN.

Current SG rate: 12% of ordinary time earnings from 1 July 2025 (final scheduled rate under current legislation).

Super Payday Reform (from 1 July 2026): Super must be paid at the same time as wages — no longer quarterly. Both parties should align payment cycles before July 2026.

By executing this Agreement both parties confirm their belief that the labour-only test under s.12(3) SGAA does not apply based on the genuine contractor indicators documented in clause 2. However, ATO determination remains final.

5. Intellectual Property Assignment (Copyright Act 1968)

Under the Copyright Act 1968 (Cth), the Contractor is the automatic first owner of copyright in all works created during this engagement — the opposite of the default rule for employees. This applies regardless of who paid for the work.

Assignment on full payment: Upon receipt of all fees due under this Agreement, the Contractor assigns to the Client all right, title, and interest (including copyright, design rights, and all other IP rights) in all deliverables specifically created for the Client. This assignment is in writing as part of this Agreement.

Moral rights: The Contractor grants written consent to the Client to use the deliverables in a manner that may otherwise infringe the Contractor's moral rights under Part IX of the Copyright Act 1968.

Background IP: The Contractor retains all pre-existing IP, tools, frameworks, and methodologies ("Background IP"). The Client receives a perpetual, royalty-free, non-exclusive licence to use Background IP only as embedded in or required to use the deliverables. No Background IP transfers to the Client.

No IP transfers until all fees are paid in full.

6. Confidentiality & Privacy

The Contractor keeps all Client Confidential Information strictly confidential during and for 2 years after termination. Confidential Information: all non-public business, technical, financial, or commercial information disclosed by the Client. Exceptions: information already public (not through breach), required by law or court order, or independently developed.

Privacy Act 1988 (Cth) — 13 Australian Privacy Principles (APPs): If the Contractor processes personal information (information about identifiable individuals) on behalf of the Client, the Contractor handles such information in accordance with the APPs and only on the Client's instructions.

Privacy and Other Legislation Amendment Act 2024 (Royal Assent 10 December 2024): introduced a statutory tort for serious invasions of privacy (commenced by 10 June 2025). Neither party will use personal information in a manner that could constitute a serious invasion of privacy under the Act. Automated decision-making grace period applies until 10 December 2026. Businesses with annual turnover >A$3 million have full mandatory Privacy Act obligations.

Personal information must not be transferred overseas without appropriate safeguards equivalent to the APPs.

7. Expenses & Equipment

The Contractor supplies their own equipment, software licences, and workspace at their own cost. Only expenses expressly pre-approved in writing by the Client are reimbursable, with receipts provided. The Contractor is responsible for maintaining their own professional indemnity and public liability insurance, and for their own workers compensation coverage as required under applicable state laws.

8. Termination

For convenience: Either party may terminate this Agreement on 30 days written notice.

For cause: Either party may terminate immediately on written notice if the other materially breaches this Agreement and fails to remedy that breach within 14 days of written notice specifying the breach.

Insolvency: Either party may terminate immediately if the other enters insolvency, voluntary administration, or receivership.

On termination: the Client pays for all work satisfactorily completed to the termination date; the Contractor delivers all work product, Client materials, and data. Clauses 5 (IP), 6 (Confidentiality), and 9 (Liability) survive termination.

9. Warranties, Indemnities & Limitation of Liability

The Contractor warrants: all deliverables are original, do not infringe third-party IP, and the Contractor has full right and authority to assign them. The Contractor indemnifies the Client against third-party IP claims arising from breach of this warranty. The Client warrants: client-supplied materials are owned or properly licensed, and the Client has authority to enter this Agreement.

Liability cap: Each party's aggregate liability is limited to the total fees paid or payable under this Agreement in the 12 months preceding the claim. Neither party is liable for indirect, consequential, or special loss, loss of profit, or loss of data.

Nothing in this clause excludes liability that cannot be excluded by law, including under the Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)).

10. Governing Law & Dispute Resolution

Governing law: New South Wales. Commonwealth laws (Copyright Act 1968, Fair Work Act 2009, Privacy Act 1988, SGAA 1992) apply regardless of governing state.

The courts of New South Wales and the Federal Court of Australia shall have jurisdiction. Any dispute shall first be referred to 30 days of good-faith negotiation, then mediation (LEADR/IAMA or equivalent), before formal proceedings.

This Agreement is the entire agreement between the parties and supersedes all prior representations. Amendments are valid only if in writing and signed by both parties. If any provision is held invalid or unenforceable, the remainder continues in full force.