Broker Agreement Template (Australia)
Updated on 22 August 2026
A broker agreement engages an intermediary to find and introduce business — customers, suppliers, counterparties, deals — for commission on what closes. The commercial idea is simple; everything difficult is in the detail. What counts as an introduction? When is commission earned? For how long after the introduction does the broker keep earning? And what is the broker allowed to say and do on the way?
Australia has no statutory commercial-agency regime of the European kind, so the contract genuinely governs the relationship — which cuts both ways. There is no fallback termination compensation for the intermediary, and no statutory gloss to fill gaps the parties left. What Australia does have is a serious licensing perimeter: financial services need an AFS licence or an authorisation under someone else's, credit assistance needs a credit licence, and real estate and insurance broking are licensed under state, territory or Commonwealth regimes. This template excludes licensed activity unless the broker actually holds the licence.
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Broker Agreement
This Agreement is made on between (ABN ) of (the “Company”), whose business is , and (ABN ) of (the “Broker”).
1. Appointment and Status
The Company appoints the Broker to identify and introduce potential customers, suppliers or counterparties for the business described below. The Broker acts as an independent contractor in its own name. It has no authority to negotiate in the Company's name, to make representations or warranties for the Company, or to enter into any commitment binding the Company, and will not hold itself out as able to do so.
The appointment is non-exclusive. The Company may appoint other brokers and pursue opportunities directly, subject to the non-circumvention clause below.
2. Scope
- Business to be introduced:
- Territory or market:
This Agreement does not cover, and the Broker will not carry on, any activity requiring an Australian financial services licence, an Australian credit licence, or a real estate, insurance or other licence under Commonwealth, State or Territory law, unless the Broker holds that licence or is authorised under someone else's and has told the Company so in writing. No commission is payable for any such activity. In particular the Broker will not arrange for any person to deal in a financial product or introduce investors unless properly licensed or authorised.
3. Licences and Authorisations
The Broker holds the following licences and authorisations: . The Broker warrants that it holds every licence and authorisation its activity under this Agreement requires, will maintain them, and will tell the Company immediately if any is varied, suspended, cancelled or under investigation. The Broker is responsible for its own regulatory compliance.
4. Registering an Introduction
An introduction counts under this Agreement only if registered as follows: , to . A registration will name the party introduced, the contact person and the opportunity. The Company will acknowledge each registration and will say promptly if the party is already a customer, already in discussion, or already registered by another broker. Where two brokers register the same party, the earlier registered and acknowledged introduction takes priority.
5. Commission
- Commission rate:
- %
- Calculated on:
- Fixed fee, where used:
- Earned when:
- Paid within:
- days of being earned
- GST:
Commission is payable only on a transaction between the Company and a party whose introduction was registered under this Agreement. Nothing is payable on a transaction that does not complete, on amounts credited, refunded or written off as bad debt, or on GST, freight and insurance charges unless the commission base includes them. The Company will provide a statement with each payment showing the transactions and the calculation; the Broker may query a statement within 60 days. The Broker will provide a valid tax invoice where GST is charged.
Commission also applies to further orders placed by an introduced customer within months of that customer's first completed transaction, on the same basis.
6. Tail Period
If this Agreement ends, commission remains payable on transactions completed within months afterwards with a party whose introduction had been registered and acknowledged before the end date. Nothing is payable for parties introduced after the end date, and the tail does not extend the repeat-business period.
7. Conduct, Conflicts and Anti-bribery
- The Broker will not offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement, and will comply with Australian anti-bribery law including the foreign bribery offences.
- The Broker confirms it is not a public official, is not owned or controlled by one, and has no relationship with a public official or with a customer's decision-maker that it has not disclosed in writing.
- The Broker will disclose any conflict of interest, including any commission or benefit received from the other side of a transaction, before making the introduction.
- The Broker will keep records of the work done to earn each commission and make them available to the Company on reasonable request.
- The Broker will not make misleading or deceptive statements about the Company, its products or its capabilities.
- Breach of this clause entitles the Company to terminate immediately and to withhold unpaid commission relating to the affected transaction.
8. Non-circumvention
The Company will not structure or route a transaction so as to avoid commission that would otherwise be payable on a registered introduction, including by dealing through a related body corporate or a nominee. The Broker will not approach a party the Company has told it is already a customer or already registered to another broker.
9. Confidentiality and Privacy
Each party will keep the other's non-public information confidential, use it only for this Agreement, and continue to do so for months afterwards. Contact details and other personal information exchanged for an introduction will be used only for that purpose, handled in accordance with Australian privacy law, and deleted or returned on request after termination, except where a record must be kept to comply with law or to support a commission claim.
10. Term and Termination
This Agreement begins on the date above, runs for months and continues afterwards until terminated. Either party may terminate on days' written notice. Either party may terminate immediately if the other commits a material breach and fails to remedy it within days of written notice, becomes insolvent, or breaches the licensing or anti-bribery obligations above.
On termination the Broker will stop making introductions and holding itself out as connected with the Company, and will return or delete the Company's confidential information. The commission, tail, confidentiality, privacy and anti-bribery provisions survive.
11. Liability
Neither party is liable for indirect or consequential loss or loss of profit. Each party's total liability is limited to . That limit does not apply to unpaid commission properly due, to a breach of the anti-bribery or confidentiality provisions, or to fraud, and nothing in this Agreement excludes or limits liability that cannot be excluded or limited by law.
12. General and Governing Law
- This Agreement is the entire agreement on its subject matter.
- Variations must be in writing and signed by both parties.
- The Broker may not assign or subcontract without the Company's written consent.
- Nothing in this Agreement creates a partnership, joint venture, employment or agency beyond the limited introducer role described.
- Notices go to the addresses above or to an email address confirmed in writing.
This Agreement is governed by the law of and the parties submit to the non-exclusive jurisdiction of its courts.
For the Company
Date signed:
For the Broker
Date signed:
No agency statute here — so the drafting has to be complete
In the European Union a commercial agent gets statutory compensation or an indemnity on termination that cannot be contracted out of. Australia has no equivalent, so an introducer's position on termination is whatever the agreement says. That makes three clauses load-bearing: the notice period, the tail period during which registered introductions still earn, and whether repeat orders from an introduced customer earn commission at all.
Leaving any of those blank — as the source template does for all three — guarantees an argument. This version gives each a real default you can change, and requires introductions to be registered in writing and acknowledged so the non-circumvention clause has something to bite on.
Licensing: the AFSL question catches ordinary businesses
Under the Corporations Act 2001 a person who carries on a financial services business in Australia generally needs an Australian financial services licence or must be authorised by a licensee. "Financial service" includes arranging for a person to deal in a financial product, which is exactly what a finder introducing investors is doing.
The consequences are not academic — carrying on an unlicensed financial services business is an offence, and the exposure can reach the business that engaged the introducer. Credit assistance has its own licensing regime, and real estate and insurance intermediaries are licensed as well. This template therefore excludes financial services, credit and other licensed activity from scope unless the broker holds the relevant licence or authorisation, records the licence number, and requires immediate notice if it changes.
Anti-bribery, conflicts and records
Success fees paid to intermediaries who open doors are the classic corruption risk, and Australia's foreign bribery offences under the Criminal Code apply to conduct by Australian companies and citizens overseas as well as at home. Facilitation-payment questions and third-party intermediaries are where enforcement attention sits.
So the anti-bribery clause here is substantive: a representation that the broker is not a public official and has no undisclosed connection with one, a duty to disclose conflicts before an introduction rather than after, a requirement to keep records of the work actually done for each commission, and immediate termination with forfeiture of unpaid commission for a breach.
Commission mechanics, GST and data
Commission should normally be earned when the principal has actually been paid, so an introduction that becomes a bad debt does not create a liability. The statement that accompanies each payment matters too — a broker who cannot see the calculation cannot check it, and that is where trust breaks down.
Two Australian practicalities complete the picture. GST needs an express position and a valid tax invoice, because the principal's input tax credit depends on it. And passing contact details is the whole business of an introducer, so the agreement says who may hold that personal information, for what purpose, and what happens to it on termination.
Clause-by-clause guide
- Appointment and status
- Appoints the broker as an introducer acting in its own name with no authority to bind the principal.
- Scope and exclusions
- What will be introduced, and the exclusion of financial services, credit and other licensed activity unless licensed.
- Licences and authorisations
- What the broker holds, a duty to maintain it, and immediate notice if anything changes.
- Registering an introduction
- Written notification and acknowledgement, with first-registered priority between competing brokers.
- Commission and trigger
- Rate, basis and the point at which commission is earned — normally on the principal being paid.
- Repeat business
- Whether later orders from an introduced customer earn commission, and for how long.
- Tail period
- A defined number of months after termination during which registered introductions still earn.
- GST and tax
- Whether commission is GST-inclusive, the tax invoice requirement, and the broker's own tax responsibility.
- Anti-bribery and conflicts
- Public-official representation, conflict disclosure before introduction, and record-keeping.
- Non-circumvention
- Stops the principal routing around the broker to avoid commission on a registered introduction.
- Confidentiality and privacy
- Commercial information plus the personal information inherent in passing contacts.
- Term and termination
- Notice period, termination for material breach with a cure period, and immediate termination for licensing or bribery breaches.
- Liability
- A cap tied to commission with carve-outs for unpaid commission, bribery, confidentiality and fraud.
Australian compliance checklist
Check whether an AFS licence is needed
A person who carries on a financial services business in Australia generally needs an AFS licence or an authorisation from a licensee. Arranging for a person to deal in a financial product is a financial service, which catches introducers of investors.
Corporations Act 2001, s.911AVerify the licence rather than trusting the contract
Check the broker's licence or authorisation on ASIC's registers before the first introduction, and again if the arrangement runs for years.
ASIC — professional registersRemember credit and property have their own regimes
Credit assistance requires an Australian credit licence or authorisation, and real estate and insurance intermediaries are licensed under separate Commonwealth, state and territory regimes. Confirm the position for the specific activity.
Include anti-bribery terms and do proportionate diligence
Australia's foreign bribery offences reach conduct by Australian companies and citizens overseas, and third-party intermediaries paid on success are a recognised risk pattern. Contract terms plus records of the work performed are the practical protections.
Deal with GST expressly
State whether commission is inclusive or exclusive of GST and require a valid tax invoice, so the principal's input tax credit is not in doubt.
Handle the personal information in an introduction
Introducing a business means passing individuals' contact details. Say who may hold them, for what purpose, and what happens on termination.
Give the tail and the notice period real numbers
With no statutory agency regime to fall back on, blanks in the tail, notice and cure clauses are simply gaps. Fill them in.
How to complete this agreement
- Set the appointment and scope. Enter the parties, whether the appointment is exclusive, the market, and what will be introduced.
- Deal with licensing. Record any AFS licence, credit licence or state licence, and keep the exclusion for licensed activity if the broker does not hold one.
- Set the commission mechanics. Enter the rate, basis, trigger, payment days, repeat-business position and tail in months.
- Fix GST and tax. State the GST position and the tax invoice requirement.
- Set term, notice and cure. Enter the initial term, the notice period and the cure period for a material breach.
- Review and sign. Check the commission trigger and tail say what you intended, then download and sign.
Frequently asked questions
Does Australia give introducers termination compensation like the EU?
No. There is no Australian equivalent of the European commercial agency regime, so an introducer's entitlement on termination is whatever the agreement provides. That makes the notice period, the tail period and the repeat-business clause the whole of the deal, and it is why leaving them blank — as the template this replaces did — reliably produces a dispute.
When is commission earned?
Whenever the contract says, and the safest trigger for the paying party is when it has actually received payment from the introduced customer, so a bad debt does not generate a commission liability. This template uses that trigger by default, pays a stated number of days afterwards, and requires a statement showing how each payment was calculated.
Can I pay a finder for introducing investors?
Be careful. Carrying on a financial services business in Australia generally requires an AFS licence or an authorisation from a licensee, and arranging for a person to deal in a financial product is a financial service. An unlicensed finder is a problem for the finder and potentially for the business that engaged them. This template excludes financial services from scope unless the broker is licensed or authorised, and asks for the number so you can check it on ASIC's registers.
What is a tail period and how long should it be?
It is the period after the agreement ends during which a transaction with a previously introduced party still earns commission, and it exists because deals take longer to close than agreements last. Six to twelve months suits most straightforward introductions; complex transactions justify longer. What matters is a stated number tied to introductions registered in writing.
Why does an introducer agreement need anti-bribery terms?
Because a success fee to someone who opens doors is the classic structure of a bribe, and Australia's foreign bribery offences reach conduct by Australian companies and citizens overseas as well as at home. Contract terms, a representation about connections to public officials, a conflicts-disclosure duty and records of what the broker actually did are the practical protections.
What stops the client going around the broker?
The non-circumvention clause, backed by the introduction register. If an introduction was registered and acknowledged, a transaction with that party during the term or the tail earns commission whether or not it went through the broker. Without the register, non-circumvention is very difficult to enforce.
Is commission payable on repeat orders?
Only if the contract says so. This template makes it an explicit choice with a duration, because the gap between a broker expecting recurring income and a principal expecting a one-off fee is the most common reason these arrangements end badly.
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Disclaimer
This template and guide are general information about Australian practice, not legal, financial-services, credit, tax or licensing advice, and nobody has reviewed your arrangement. Whether a licence is required depends on the facts; take advice before signing.
