Subcontractor Agreement Template
When you have won the job and are passing part of it down. Flows the head contract's obligations to the subcontractor, keeps your margin private, and stops the sub going around you to your client.
SUBCONTRACTOR AGREEMENT This Agreement is made on between , of ("Contractor"), and , of ("Subcontractor"). 1. BACKGROUND. Contractor has entered into a contract with (the "Head Contract") to provide . Contractor wishes to subcontract part of that work. 2. SUBCONTRACTED WORK. Subcontractor will perform: (the "Work"). 3. FLOW-DOWN. Subcontractor will perform the Work so as to allow Contractor to meet its obligations under the Head Contract, and is bound by the relevant terms of the Head Contract as if named in place of Contractor. Contractor will provide a copy on request, with commercial terms redacted. 4. SCHEDULE. Subcontractor will complete the Work by and meet the milestones at Schedule A. Time is of the essence. 5. PAYMENT. Contractor will pay Subcontractor . Subcontractor invoices . Contractor pays within days of a valid invoice days of Contractor receiving payment for that work from the Client]. 6. INDEPENDENT BUSINESS. Subcontractor is an independent business, not an employee or partner of Contractor, and is responsible for its own taxes, insurance, tools and personnel. 7. INSURANCE. Subcontractor will maintain insurance of at least and as required by law, and will name Contractor as an additional insured where required by the Head Contract. 8. NO DIRECT CONTACT. Subcontractor will not contact or contract with the Client in relation to the Work except through Contractor. For months after this Agreement ends, Subcontractor will not solicit the Client for work substantially similar to the Work. 9. CONFIDENTIALITY. Subcontractor will keep confidential the Head Contract terms, Contractor's pricing, and Client information. 10. INTELLECTUAL PROPERTY. On payment, Subcontractor assigns to Contractor all rights in the deliverables, so that Contractor can pass those rights to the Client under the Head Contract. 11. DEFECTS AND INDEMNITY. Subcontractor will remedy defective Work at its own cost within days of notice, and indemnifies Contractor against loss caused by Subcontractor's breach, negligence, or failure to hold required insurance. 12. TERMINATION. Contractor may terminate on days notice, or immediately if the Head Contract is terminated, paying for Work performed to that date. Either party may terminate immediately for material breach not cured within days. 13. GOVERNING LAW. This Agreement is governed by the laws of . SIGNED: _________________________ _________________________ Date: Date:
Using this for something that matters?
This free subcontractor agreement covers the standard situation. If real money, property, or an ongoing relationship rides on it, a professionally drafted version, or a quick attorney review of what you've filled in, costs little and removes the guesswork.
Ask any local attorney for a fixed-fee document review, most offer one.
How to use this template
- Clause 5 hides the single biggest decision: pay-when-paid. If you promise to pay the sub regardless, you carry the client's credit risk. If you make payment conditional, say so plainly, and check that your state enforces it, because many limit pay-if-paid clauses.
- Clause 3 is what stops you being squeezed. Whatever the Head Contract demands of you on timelines, warranties or insurance, flow it down or you absorb the gap.
- Redact your margin before you hand over the Head Contract. Clause 3 lets you.
- Clause 8 protects the relationship you sold. Without it, the sub meets your client on site and quotes them directly next year.
These templates are general forms for informational purposes, not legal advice, and no attorney-client relationship is created by using them. Laws vary by state and country, have a licensed attorney review any document before you rely on it.
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