Agency Agreement in Australia: Template, Key Clauses and Local Law (2026)

A commercial agency agreement is where one business (the principal) appoints another (the agent) to find customers, solicit orders, or make sales on the principal's behalf. In Australia there is no single Agency Act and, unlike the European Union and the United Kingdom, no statute that gives an agent an automatic right to compensation when the agreement ends. That one point shapes most Australian agency deals, so it is worth understanding before you sign. This is general information, not legal advice. Agency law in Australia mixes common law with federal and state statutes, and the right answer depends on your facts. Confirm your position with a qualified Australian lawyer before you rely on a template. ## The local law that governs an Australian agency There is no Australian equivalent of the EU Commercial Agents Directive. Instead, four sources of law do the work: - Common law of agency. The agent's authority, duties of good faith and loyalty, the duty to account, and the principal's liability for acts done within authority all come from case law, not a code.

• Competition and Consumer Act 2010 (Cth). This is the main statute. It bans resale price maintenance, restricts exclusive dealing where it substantially lessens competition, and prohibits misleading or deceptive conduct under section 18 of the Australian Consumer Law. The unfair contract terms regime can apply to small business standard-form agency contracts.
• Franchising Code of Conduct. If the arrangement looks like a franchise (a licensed system, a fee, and a trademark), the mandatory Code can apply even if you call it agency. Check this early, because the Code adds disclosure and termination duties.
• State and territory law and the Independent Contractors Act 2006 (Cth) can be relevant to how the relationship is characterised and whether the agent is truly independent. The practical headline: termination rights, notice, and any end-of-contract payment are whatever the contract says. If you want the agent to be paid for goodwill they built, you must write it in. ## Key clauses to get right - Appointment and territory. Name the products, the territory, and whether the appointment is sole, exclusive, or non-exclusive. Exclusive territory clauses attract competition scrutiny, so keep them proportionate.
• Authority limits. State clearly whether the agent can bind the principal or only solicit orders for the principal to accept. This controls your liability to third parties.
• Commission. Define the rate, the trigger (order, delivery, or payment), treatment of returns and bad debts, and whether commission survives on repeat orders after termination.
• Pricing and conduct. Keep the principal in control of price without crossing into resale price maintenance, and require the agent to avoid misleading conduct under the Australian Consumer Law.
• Term, termination, and notice. Set a term, notice periods, and clear grounds for immediate termination. Because there is no statutory payout, decide now whether any transition or goodwill payment applies.
• Confidentiality, data, and intellectual property. Protect customer lists and brand use, and address Privacy Act obligations if the agent handles personal information.
• Independent contractor status, indemnity, and insurance. Confirm the agent is not an employee, allocate liability, and require cover.
• Governing law and disputes. Choose the state law and a dispute path. ## A simple skeleton 1. Parties and definitions

2. Appointment, territory, and exclusivity
3. Agent's authority and limits
4. Agent's duties and standards
5. Principal's duties
6. Commission and payment
7. Pricing and compliance with the Australian Consumer Law
8. Confidentiality, privacy, and intellectual property
9. Term and termination
10. Post-termination commission and obligations
11. Liability, indemnity, and insurance
12. Governing law and dispute resolution
13. Signatures ## Common mistakes - Assuming the agent gets a European-style compensation or indemnity payment on termination. In Australia they do not, unless the contract grants it.

• Writing an exclusive territory or price clause that risks breaching the Competition and Consumer Act 2010.
• Calling an arrangement agency when it is really a franchise, and missing the Franchising Code of Conduct.
• Leaving the agent's authority vague, so the principal is bound to deals it never wanted.
• Ignoring privacy duties when the agent holds customer personal data. ## One workspace for your contracts Once the agency terms are set, the work is keeping every version, obligation, and renewal date in one place. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, so changes stay precise and nothing slips. Adira is India-first today, and deeper non-India jurisdiction support, including Australia, is on its roadmap, so treat it as a drafting and tracking workspace rather than a source of Australian legal advice for now.