The Subcontractor Agreement: Elements, boilerplate template, and optional clauses
What is the Subcontractor Agreement?
A subcontractor agreement is a legal document between a contractor and a subcontractor that outlines the terms and conditions of their working relationship. It specifies the scope of work, payment terms, timeline, and other provisions relevant to the project. The subcontractor agreement may also include confidentiality, intellectual property, and liability provisions to protect the interests of both parties.
What are the elements of the Subcontractor Agreement?
The specific elements of a subcontractor agreement may vary depending on the nature of the project and the needs of the parties involved, but typically include:
- Scope of Work: A detailed description of the work that the subcontractor will perform.
- Payment Terms: The amount and method of payment, including any milestones or deadlines.
- Timeline: The expected start and end dates for the work.
- Deliverables: Any products or services that the subcontractor is required to deliver to the contractor.
- Intellectual Property: Any intellectual property created by the subcontractor during the project, and who owns the rights to it.
- Confidentiality: Provisions to protect any confidential information that may be shared between the parties.
- Termination: The circumstances under which the agreement may be terminated by either party.
- Liability: Limitations on the subcontractor’s liability for any damages or losses that may occur during the project.
- Governing Law: The state or jurisdiction whose laws will govern the agreement.
- Signatures: Signatures of both the contractor and subcontractor, indicating their acceptance of the terms and conditions of the agreement.
The following boilerplate template can be used on SimpleSignRequest.com
This Subcontractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Contractor Company Name], a [Contractor Company State of Incorporation] corporation with a mailing address of [Contractor Company Address] (“Contractor”), and [Subcontractor Company Name], a [Subcontractor Company State of Incorporation] corporation with a mailing address of [Subcontractor Company Address] (“Subcontractor”).
WHEREAS, Contractor has entered into an agreement with [Client Name] (“Client”) to perform certain work (the “Project”), and Contractor wishes to subcontract some of the work to Subcontractor; and
WHEREAS, Subcontractor is willing to perform the work in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
- SCOPE OF WORK. Contractor hereby engages Subcontractor to perform the following services (the “Services”): [Description of Services]. The Services shall be performed in accordance with the specifications, schedules, and other requirements set forth in the agreement between Contractor and Client (the “Master Agreement”).
- PAYMENT. Contractor shall pay Subcontractor [Payment Amount] for the Services rendered, subject to the terms and conditions of this Agreement. Payment shall be made in accordance with the payment schedule set forth in the Master Agreement.
- TERM AND TERMINATION. This Agreement shall commence on the date set forth above and shall continue until the Services are completed, unless terminated earlier by either party. Either party may terminate this Agreement at any time for any reason upon [Notice Period] days’ prior written notice to the other party.
- INDEPENDENT CONTRACTOR STATUS. Subcontractor is an independent contractor and not an employee, partner, or joint venturer of Contractor. Subcontractor shall have no authority to bind or obligate Contractor in any manner.
- INTELLECTUAL PROPERTY. Subcontractor hereby assigns to Contractor all right, title, and interest in and to any intellectual property created or developed by Subcontractor in connection with the Services, and agrees to execute any documents necessary to effectuate such assignment.
- CONFIDENTIALITY. Subcontractor shall not disclose to any third party any confidential or proprietary information of Contractor or Client, including without limitation any trade secrets, customer lists, or other confidential information.
- LIABILITY. Subcontractor shall indemnify, defend, and hold harmless Contractor and Client, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, costs, and expenses arising from or related to the Services performed by Subcontractor.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of [Governing Law State], without giving effect to its principles or rules of conflicts of laws.
- ENTIRE AGREEMENT. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, whether oral or written, relating to such subject matter.
- AMENDMENTS. This Agreement may not be amended except by written instrument executed by both parties.
- ASSIGNMENT. Subcontractor may not assign this Agreement without the prior written consent of Contractor.
- WAIVER. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
By: [Contractor Signature]
Name: [Contractor Name] Title: [Contractor Title] Date: [Contractor Sign Date]
By: [Subcontractor Signature]
Name: [Subcontractor Name] Title: [Subcontractor Title] Date: [Subcontractor Sign Date]
What are some other provisions or clauses that might be needed?
Depending on the specific project or industry, there may be other provisions or clauses that could be included in a Subcontractor Agreement. Here are a few examples:
- Scope of Work Changes: A clause that outlines the process for making changes to the scope of work and how any additional costs or time extensions will be handled.
- Confidentiality and Non-Disclosure: A provision that specifies the obligations of the subcontractor to maintain the confidentiality of the client’s information and not to disclose it to any third party.
- Insurance: A clause that requires the subcontractor to carry certain types of insurance, such as general liability insurance or professional liability insurance.
- Warranties: A provision that outlines any warranties or guarantees that the subcontractor makes regarding the quality of their work or the materials used.
- Dispute Resolution: A clause that specifies how any disputes between the contractor and subcontractor will be resolved, such as through arbitration or mediation.
- Termination: A provision that outlines the circumstances under which the contractor or subcontractor may terminate the agreement, such as for breach of contract or non-performance.
- Intellectual Property: A clause that specifies ownership of any intellectual property created as part of the project and the rights of the parties to use such intellectual property.
It is important to consult with a legal professional to determine which provisions or clauses should be included in a specific Subcontractor Agreement.