Independent Contractor Agreement Template

INDEPENDENT CONTRACTOR AGREEMENT

State Of Queensland, Australia

This Independent Contractor Agreement (this "Agreement") is entered into as of 1 May 2026 by and between Harbour Digital Pty Ltd ABN 12 345 678 901 (the "Client") and Jack R. Morrison ABN 55 123 456 789 (the "Contractor"). The parties intend to be legally bound and agree as follows:

The Contractor agrees to provide the following services to the Client (the "Services"):
Full-stack web application development for the client's internal project management portal, including React front-end, Node.js API, PostgreSQL database architecture, unit testing, and deployment to AWS. Weekly sprint reviews with the client's engineering team.
The Contractor shall perform the Services in a professional and workmanlike manner consistent with applicable Australian industry standards. The Contractor shall provide all tools, equipment, and resources necessary to perform the Services unless otherwise agreed in writing.

This Agreement shall commence on 1 May 2026 and shall continue until 31 October 2026, unless terminated earlier in accordance with this Agreement. Either party may terminate this Agreement by providing fourteen (14) days' written notice. Upon termination, the Client shall pay the Contractor for all Services satisfactorily completed and expenses properly incurred up to the termination date. Sections covering Intellectual Property, Confidentiality, Indemnification, Privacy and Dispute Resolution survive termination.

The Client shall pay the Contractor a hourly rate of 175.00 AUD for the Services. Payment shall be due Net 14 days from invoice date. The Contractor shall submit valid tax invoices detailing the Services performed. The Contractor is registered for GST (ABN: 55 123 456 789). All invoices will include GST at 10% in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). The Client shall pay the GST component in addition to the agreed fee. The Client shall not withhold any amounts from fees payable to the Contractor for income tax or other purposes — the Contractor is solely responsible for all applicable taxes, including income tax and GST remittances. Late payments shall accrue interest at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily from the due date until paid in full.

The Contractor is engaged as an independent contractor and not as an employee, partner, agent, or joint venturer of the Client. The Contractor is not entitled to any benefits of employment under the Fair Work Act 2009 (Cth) ("FWA"), including annual leave, personal/carer's leave, parental leave, superannuation, or workers' compensation — save for any entitlements that cannot be contracted out of by law.
The parties acknowledge that, following the commencement on 26 August 2024 of the Fair Work Legislation Amendment (Closing Loopholes No. 2) Act 2024 (Cth), the new statutory definition of "employee" in section 15AA of the FWA applies a whole-of-relationship test — considering the real substance, practical reality and true nature of the working relationship (including the written terms and how the contract is performed in practice), and not merely the labels used in this Agreement. The Client and the Contractor have entered into this Agreement in good faith as a genuine independent contractor relationship reflecting that substance.
The Contractor warrants that it has not made any representation about the nature of this engagement that it does not reasonably believe to be correct (sham contracting protection under section 357 of the FWA, amended in 2024 from a "recklessness" test to a reasonableness test). The Contractor: (a) supplies its own tools, equipment and personnel; (b) bears the commercial risk of providing the Services; (c) is responsible for its own income tax, GST, superannuation, public liability and (where applicable) workers' compensation insurance; (d) is free to provide services to third parties, subject only to confidentiality and any reasonable conflict-of-interest restrictions; and (e) holds (or shall obtain) an ABN and the necessary professional licences and registrations.

The Contractor represents that it holds or will obtain an ABN prior to providing any Services. If the Contractor does not quote a valid ABN on tax invoices, the Client may be required under the Taxation Administration Act 1953 (Cth) Sch. 1 Part 2-5 to withhold the top marginal tax rate (currently 47%) from payments ("no-ABN withholding"). All invoices submitted by the Contractor must comply with the requirements of a valid tax invoice under the GST Act and quote the Contractor's ABN.

Nothing in this Agreement prevents, restricts, or penalises a disclosure that is a protected disclosure under Australian law. Without limitation, the Contractor retains the right to make disclosures: (a) to the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another Commonwealth authority where the disclosure qualifies for whistleblower protection under Part 9.4AAA of the Corporations Act 2001 (Cth); (b) to the Commissioner of Taxation under Part IVD of the Taxation Administration Act 1953 (Cth); (c) to a Commonwealth, State or Territory authority under the Public Interest Disclosure Act 2013 (Cth) or equivalent State/Territory legislation; (d) to a legal practitioner for the purpose of obtaining advice or representation concerning a protected disclosure; and (e) to any court, tribunal, parliamentary committee or law-enforcement officer in the proper exercise of their statutory functions. Any provision of this Agreement that purports to limit such protected disclosures is void to the extent of that limitation.

To the extent the Contractor handles personal information of the Client's customers, personnel, or other individuals in connection with the Services, the Contractor agrees to comply with the Privacy Act 1988 (Cth), the Privacy Regulations 2025, and the Australian Privacy Principles ("APPs") in Schedule 1 to the Privacy Act — even if the Contractor is not itself an "APP entity" under section 6D of the Privacy Act. The Contractor shall: (a) only use or disclose such personal information for the purpose of performing the Services; (b) implement reasonable security measures including encryption in transit and at rest where the information is sensitive (APP 11.1); and (c) notify the Client of any suspected eligible data breach within forty-eight (48) hours so the Client can comply with the Notifiable Data Breach scheme under Part IIIC of the Privacy Act. Upon termination, the Contractor shall destroy or de-identify the personal information within thirty (30) days, except where retention is required by law.

The parties acknowledge that the Contractor has confirmed it is a small business within the meaning of section 23 of the Australian Consumer Law (employing fewer than 100 full-time equivalent employees, or with annual turnover below AUD$10 million). Accordingly, the Unfair Contract Terms (UCT) regime under sections 23–28 of the ACL applies to any standard-form provision of this Agreement. Following the reforms commenced on 9 November 2023, a term of a small-business standard-form contract that is unfair within the meaning of section 24 of the ACL is void and may attract civil penalties of up to AUD$2.5 million for individuals or, for body corporates, the greater of AUD$50 million, three (3) times the value of any benefit obtained, or 30% of adjusted turnover during the breach period. The parties have negotiated this Agreement so that no term is intended to operate beyond what is reasonably necessary to protect the Client's legitimate interests; any term held to be unfair shall be severed without affecting the remainder of the Agreement.

All work product, deliverables, inventions and materials created by the Contractor in connection with the Services (the "Work Product") shall vest in the Client upon payment of all fees. The Contractor hereby irrevocably assigns to the Client all right, title and interest in the Work Product, including all intellectual property rights anywhere in the world, including all registrable rights under the Copyright Act 1968 (Cth), Patents Act 1990 (Cth), Designs Act 2003 (Cth) and Trade Marks Act 1995 (Cth). The Contractor shall execute any documents reasonably required to perfect such assignment, including any deed of assignment required under section 199A of the Corporations Act 2001 (Cth) if the Contractor is a company. To the maximum extent permitted by Part IX of the Copyright Act 1968 (Cth), the Contractor (and where applicable any individual author engaged by the Contractor) consents under section 195AW to all acts or omissions by the Client or its licensees that would otherwise infringe moral rights in the Work Product, including the rights of attribution, against false attribution, and integrity. (Australian moral rights cannot be assigned or waived in advance — only consented to.)

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all claims, damages, losses, costs and expenses (including reasonable legal costs on a solicitor-client basis) arising out of or relating to: (a) the Indemnifying Party's breach of this Agreement; (b) the Indemnifying Party's negligence or wilful misconduct; or (c) any third-party claim arising from the Indemnifying Party's performance of its obligations. Each party shall give the other prompt written notice of any claim and reasonable cooperation in its defence.
Notwithstanding the foregoing, the aggregate liability of either party under this Agreement shall not exceed the total fees paid or payable under this Agreement, save for liability arising from fraud, wilful misconduct, or breach of confidentiality.
The Contractor shall maintain professional indemnity insurance of not less than 1,000,000.00 AUD per claim and in the aggregate, and public liability insurance of not less than 2,000,000.00 AUD per occurrence. The Contractor shall provide a current certificate of currency upon the Client's written request and shall not allow such insurance to lapse during the term of this Agreement.

During the term of this Agreement and at all times thereafter, the Contractor shall hold in strict confidence all non-public information of the Client ("Confidential Information"), including business plans, client lists, financial data, technical specifications, trade secrets, and proprietary methods. The Contractor shall not disclose Confidential Information to any third party or use it for any purpose other than performing the Services without the Client's prior written consent. Upon termination, the Contractor shall promptly return or certifiably destroy all Confidential Information in any form. This obligation is in addition to (and not in derogation of) the Contractor's obligations under the Privacy Act 1988 (Cth) and the Protected Disclosures clause above.

During the term of this Agreement and for a period of twelve (12) months following its termination, the Contractor shall not, directly or indirectly, solicit, recruit, or attempt to recruit any employee, contractor, or client of the Client with whom the Contractor had material contact in connection with this Agreement. Australian courts assess non-solicitation clauses for reasonableness of scope and duration; this clause is intended to be reasonable and enforceable and shall be read down to the maximum enforceable extent under section 4 of the Restraints of Trade Act 1976 (NSW) and equivalent State or Territory law.

During the term of this Agreement and for 6 months following termination, the Contractor shall not engage, directly or indirectly, in any business activity that directly competes with the Client's business within the State of Queensland. The parties acknowledge that Australian courts (including under the Restraints of Trade Act 1976 (NSW) and equivalent State legislation) will assess restraint clauses for reasonableness of geographic scope, temporal extent, and subject matter, and that contractor restraints are generally more readily enforced than employee restraints. This clause shall be read down to the maximum extent enforceable by a court. The parties acknowledge that each combination of geographic and temporal limitation constitutes a separate and independent restraint, and the unenforceability of one shall not affect the others.

Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith negotiation between senior representatives for 15 business days. If unresolved, the dispute shall be referred to mediation administered by the Australian Disputes Centre (ADC) or a mutually agreed mediator in the capital city of Queensland. If mediation fails within 30 days of referral, either party may commence proceedings in the courts of Queensland. Nothing prevents either party from seeking urgent interlocutory relief at any time.

This Agreement is governed by and construed in accordance with the laws of the State or Territory of Queensland and, where applicable, the laws of the Commonwealth of Australia, including the Fair Work Act 2009 (Cth) (as amended by the Fair Work Legislation Amendment (Closing Loopholes No. 2) Act 2024 (Cth)), the Independent Contractors Act 2006 (Cth), the Privacy Act 1988 (Cth) and the Australian Consumer Law. Each party submits to the non-exclusive jurisdiction of the courts of Queensland.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: If any provision is invalid or unenforceable, it shall be read down or severed and the remaining provisions shall remain in full force.
Assignment: The Contractor shall not assign or subcontract its obligations under this Agreement without the Client's prior written consent.
Force Majeure: Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, government orders, or large-scale infrastructure failures, provided the affected party gives prompt written notice and takes reasonable steps to mitigate.
Notices: All notices shall be in writing and delivered by hand, prepaid post, or email to the addresses set out above (deemed received on the next business day after sending).
Electronic Execution: This Agreement may be executed electronically and in counterparts; electronic signatures are valid and enforceable under the Electronic Transactions Act 1999 (Cth).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.